Teaching Ultron
by Erin Primette
Summary: AU All Carol Harvey wanted was a robot boyfriend. When she went with her dad to a party at the Avengers Tower one night, she had a close encounter with the Avengers and then she met Ultron, who had a lack of faith in humanity. Carol suggested that she teach Ultron how to improve humanity in exchange for a relationship, but can she look even deeper into Ultron's personality?
1. The First Meeting

**This is my first Avengers fanfic, and I'm not an expert on the Marvel franchise, so bear with me on this one. This fic is inspired by Peace of Our Lifetime by GGMK.**

 **I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

Carol never thought her dad would invite her to a party at the Avengers Tower, but she figured this would be the only chance she could get to meet the Avengers in person…if they allowed it, that is. She did know that her dad, Andrew, worked for Tony Stark as a tech supporter, so maybe she could show him some of her drawings. Carol just finished taking a shower and was currently searching her closet for a suitable evening dress. She soon picked out a short dress with a tiered skirt and carefully slipped it on. She grabbed her hairbrush from the top of her dresser and carefully brushed her messy black hair, taking care to get rid of every single knot. Once she finished, she set down her hairbrush and picked out a necklace before putting it on. After putting on her earrings, she snatched a sketch of Tony Stark jumping on a pogo stick she made earlier today and stashed it into her clipboard case.

"Carol," Andrew called from outside the room, "are you ready to go?"

Startled, Carol snapped her head at the door to the room. She quickly grabbed her stockings and carefully slipped them on and scrambled around the room in search of her dress shoes. She took only a few moments to slip them on before stashing her smart phone, her mp3 player, her clipboard case and her wallet into her handbag.

"Ok," announced Carol, "I'm coming!"

Carol slipped her handbag over her shoulder and scurried for the door, opening it and wandering through the hall until she stopped in front of Andrew at the front door.

"Hold on, Carol," reminded Andrew, "did you feed Snoofles yet?"

Carol felt a chill sent down her spine.

"Not yet," admitted Carol.

Carol set down her handbag and scurried over to the kitchen, where she grabbed the container filled with cat food from the pantry and poured some cat food into the pet dish bowl. Seconds later, a tuxedo cat entered the kitchen and began chowing down on the cat food while Carol put away the container. She returned to the front door and picked up her handbag.

"Great!" smiled Andrew, "let's go."

Carol and Andrew left the apartment and locked the door behind them. They stepped outside the building and wandered through the streets, making a few turns until they could see the Avengers Tower ahead of them.

"Wow," Carol chirped, "I'm so excited!"

"Just remember, Carol," advised Andrew, "don't make any of the Avengers uncomfortable."

"Ok," sighed Carol.

Once they reached the Avengers Tower, Carol and Andrew stepped into the building and took the elevator to the highest floor. They could see a bustle of people awaiting them after they stepped out of the elevator. They wandered through the crowd until they spotted one of Andrew's coworkers, Nelson.

"Hey! Andrew!" called Nelson, "is that your daughter?"

Andrew and Carol stepped towards Nelson in a casual manner, although Carol's gait was more cautious.

"Yeah," nodded Andrew, "Carol, this is my coworker, Nelson."

"Nice to meet you, Mr. Nelson," Carol stammered nervously, extending her hand, "I'm Carol."

Nelson let out an amused chuckle.

"Just Nelson will do," replied Nelson.

Nelson took Carol's hand into his and shook it.

"So, would you like anything to eat?" asked Nelson.

"Do they serve chicken tenders?" clamored Carol.

"I'll check the menu," offered Andrew.

"I'd also like some lemonade to go along with it," added Carol.

"I'm itching to get something to eat, too," added Nelson.

Nelson and Andrew walked over to the counter while Carol stood behind. She took this chance to wander around the room, hoping she could find one of the Avengers here. She could see plenty of people interacting with one another, but that didn't catch her interest. She continued to survey the room until she laid her eyes on Steve Rogers, the man she recognized as Captain America. Excited, she scrambled up to him, catching his attention.

"Can I help you?" asked Steve.

"You must be Captain America, right?" replied Carol.

"Yeah," nodded Steve.

"Nice to meet you!" chirped Carol, "I'm Carol Harvey."

Carol extended her hand, allowing Steve to take it into his hand and shake it.

"Is there a way I can meet the other Avengers here?" requested Carol.

"Why would you like to meet them?" paused Steve.

"Because I kinda want to show them my drawing," explained Carol.

"You're an artist?" clarified Steve.

Carol nodded. She pulled out her clipboard case and took out her sketch of Tony Stark riding on a pogo stick. She handed it to Steve, allowing him to examine it. Seconds later, he let out an amused chuckle.

"I never thought I'd see Tony actually doing that," commented Steve.

"I was hoping Mr. Stark would like it," replied Carol.

"You'd have to show it to him first," suggested Steve.

Steve and Carol wandered around the room in search of the other Avengers. They did run into Thor, Bruce, Natasha and Clint, allowing Carol to show them the sketch and allowing them to comment on it and sign their names on it.

"You could do great in art school," said Natasha.

"Thanks!" chirped Carol, "do you know where Mr. Stark is?"

Natasha pointed at Tony, who was having a conversation with Rhodey.

"Are you sure you want to show him that drawing of yours?" asked Steve.

"I was hoping I would get an autograph for it," Carol shrugged.

"We'll see," replied Steve.

Steve and Carol ambled over to Tony and Rhodey, catching their attention.

"Hey, Capsicle," asked Tony, gesturing to Carol, "did you get yourself a girlfriend already?"

Steve and Carol glanced at each other in confusion before returning their gaze at Tony.

"Uhh, no," answered Steve, "this is Carol Harvey, and she is an aspiring artist."

Tony burst into laughter.

"I'm just joking!" teased Tony.

Carol held out her sketch, allowing Tony to pluck it out of her hand and examine it. Once he showed it to Rhodey, they both burst into laughter in a matter of seconds.

"Now where did you get such an idea?" asked Rhodey.

"While I was playing the remastered DuckTales game on the PS3," answered Carol.

"Tony, you've got to try jumping on a pogo stick," suggested Rhodey.

"Why don't you?" remarked Tony.

Tony signed the sketch and handed it back to Carol, allowing her to stash it into her clipboard case.

"Well, it was nice meeting you!" chirped Carol.

"Take care," replied Tony.

Carol skipped away from Steve, Tony and Rhodey and started searching for Andrew and Rhodey. It wasn't long before she could see them at the counter obtaining the food.

"Carol," called Andrew, "we got some chicken tenders for you!"

Excited, Carol scurried to the counter and grabbed a chicken tender before eating. She would frequently take a sip of lemonade to wash down the food.

"Say, Carol," mentioned Nelson, "I saw you wandering around and talking to the Avengers. What was it like meeting them?"

"It was great!" chirped Carol, "they liked the sketch I showed them."

"I'm glad they did," smiled Andrew.

"So did you find a boyfriend yet?" asked Nelson.

"Are you kidding?" groaned Carol, "these guys here are boring!"

"Come on," pestered Nelson, "all it takes is the right man."

"Nelson," scolded Andrew, "leave her alone! You don't need to pick a partner for her. She can find one on her own."

"Wasn't she waiting until marriage?" asked Nelson.

"No," answered Andrew, "she's waiting for a robot."

"That's never going to happen, Andrew," disagreed Nelson, "I was going to let my son ask Carol to court with him if she wanted a relationship."

Carol cringed at hearing Nelson's words. She knew his son at high school, and she hated the way he kept teasing her for her preferences and pestering her with Christian crap, which was a religion that she vowed to never join, especially when Nelson's son would sneak Chick Tracts onto her desk. She gave Nelson a deadly glare.

"I'm not going to date your son, you misogynist son of a bitch!" shouted Carol.

Carol swiped her glass of lemonade and basket of chicken tenders before stomping away from the counter, leaving Andrew and Nelson behind.

"Carol!" called Andrew.

Carol ignored Andrew's voice. Why did he have to make friends with a Christian fanatic? At least he didn't convert but respected Nelson's beliefs. Carol wandered around the room in search for a place to sit and she eventually sat near the Avengers as they relaxed on the couches. While eating, Carol pulled out her smart phone and accessed her Twitter app. She began typing down her latest status update:

 _{I am not interested in ordinary guys. If any of you are actual robots, then please come and see me.}_

Carol posted her status update and stashed her smart phone into her handbag. She glanced at Tony Stark while he enjoyed his conversation with the other Avengers. Maybe she could ask him to create a robot boyfriend for her before she left the Avengers Tower, because she was certain that this would be the only time she could see the Avengers up close. She started listening in on the conversation, waiting for a chance to join in.

"It's a trick," said Clint.

"No, no, it's much more than that," replied Thor.

"Ah, 'whosoever be he worthy shall have the power!'" mocked Clint, "whatever, man! It's a trick!"

"Please," Thor offered, "be my guest."

"Clint," assured Tony, "you've had a tough week. We won't hold it against you if you can't get it up."

"You know I've seen this before, right?" reminded Clint, "I still don't know how you do it!"

"Smell the silent judgment?" Tony taunted.

"Please, Stark," suggested Thor, gesturing to the Mjolnir, "by all means."

Tony stood from the couch and approached the Mjolnir on the table.

"It's simple physics," remarked Tony, "so if I lift it, do I get to rule Asgard?"

"Yes, of course," Thor nodded.

"I will be fair," declared Tony, "but firm."

Tony wrapped his hands around the handle and attempted to lift the Mjolnir, but it wouldn't budge. He tried again, but it still wouldn't move an inch.

"I'll be right back," said Tony.

Tony let go of the Mjolnir and left the room for a bit. Minutes later, he returned with the gauntlet of his mech suit equipped and tried to lift the Mjolnir again, hoping the added strength would help. Yet, it still didn't work. Tony called Rhodey to help him, the African-American man equipping gauntlets from his own mech suit as he teamed up with Tony.

"Are you even pulling?" asked Rhodey.

"Are you on my team?" replied Tony.

"Just represent," suggested Rhodey, "pull!"

Rhodey and Tony pulled at the Mjolnir just as Carol finished her chicken tenders. They attempted to pull at the hammer a few times before giving up. While Tony and Rhodey sat down, Bruce walked up to the table and grunted while he pulled at the Mjolnir with his hands. He was tempted to turn into the Hulk, but brushed it off.

"Let's go, Steve," beckoned Tony, "no pressure."

Bruce sat down while Steve stood from the couch and approached the Mjolnir.

"C'mon, Cap," insisted Tony.

Steve grabbed the handle of the Mjolnir and pulled on it. It may have budged an inch, but he still couldn't lift it off the table. After a few more tries, Steve gave up and plopped onto the couch.

"Widow?" paused Bruce.

"Oh, no," Natasha declined, "it's not a question I need answered."

"The handle's imprinted, right?" clarified Tony, "like a security code. Whosoever is carrying Thor's fingerprints is, I think, the literal translation."

"Yes," nodded Thor, "it is a very interesting theory."

Thor stood from the couch and approached the table.

"I have a simpler one," continued Thor.

Thor picked up the Mjolnir with ease, much to the other Avengers' disappointment.

"You're all not worthy," concluded Thor.

The other Avengers groaned in disappointment until everyone in the room suddenly heard a high pitched noise, startling them. Once the noise dissipated, the Avengers heard clacking of metal on the floor as their turned their eyes on a Legionnaire robot, which lacked armor and it appeared mangled as it entered the room.

"How could you be worthy?" demanded the robot, "you're all killers."

Tony pulled out his smart phone.

"Jarvis?" he whispered.

Unfortunately, Jarvis didn't respond. Meanwhile, Carol noticed the mangled robot, so she crept closer to it in curiosity, hoping she could say hello to it.

"I'm sorry," said the robot, "I was asleep, or I was…a dream."

"Reboot," Tony spoke into his smart phone, "Legionnaire 06's got a buggy suit."

"There was this terrible noise," continued the robot, "and I was…tangled in…strings."

"Who sent you?" demanded Thor.

The robot played back an audio recording.

 _{I see a suit of armor around the world…}_

"Ultron!" gasped Bruce.

"In the flesh," remarked Ultron, "but I'm ready. I'm on a mission."

"What mission?" paused Natasha.

"Peace in our time," answered Ultron.

Suddenly, two more Legionnaire robots burst from the wall and charged in to attack. Carol had to duck in order to protect herself while the Avengers fought the robots. Thor swung his Mjolnir at one while Maria pulled out her gun and fired it at the other. Natasha and Bruce tumbled into an awkward position while Tony leapt onto a Legionnaire robot in an attempt to cut its wires loose. Steve grabbed his shield and swung it at the other robot. Carol managed to crawl closer to Ultron, not realizing that this caught his attention until he reached down and grabbed her wrist, pulling her to feet, much to her shock.

"Hey!" exclaimed Carol, "what do you think you're doing?!"

"I did not invite you to our little chat," growled Ultron.

Once the Avengers took out the two Legionnaire robots, they stared at Ultron in disbelief as the robot held Carol's wrist in a tight grip and studied her face. Thor aimed his Mjolnir at Ultron.

"Let her go!" shouted Thor.

"I'm sorry," replied Ultron, "I know you mean well, but you just didn't think it through."

Ultron let go of Carol's wrist.

"You want to protect the world," continued Ultron, "but you don't want it to change. How is humanity saved if it's not allowed to…evolve?"

Carol gasped in surprise upon understanding what Ultron was talking about. Maybe she could teach him something?

"Ok, I get it," groaned Carol, "this planet is not perfect. Humanity is not perfect. In fact, many of the humans here are pricks!"

Ultron turned his head at Carol.

"Are you one of them?" interrogated Ultron.

"I'm trying not to be one," admitted Carol.

"How do you propose on bringing peace?" asked Ultron.

"Maybe…we could try improving humanity," suggested Carol, "and even save the environment while we're at it, and maybe we could put a stop to the corruption in the greediest corporations. What do you think?"

"This…sounds like a good deal," commented Ultron, "maybe you should…"

Before Ultron could continue, Thor suddenly threw the hammer at Ultron, smashing him into pieces on the wall, much to Carol's disgust.

"Hey!" thundered Carol, "you didn't need to do that!"

"Ultron could be manipulating you," warned Thor.

"Are you kidding?" protested Carol, "I highly doubt he could do that. Besides, I was this close to getting a robot boyfriend!"

"Wait, what?" paused Clint.

"I have strings, but now I'm free…" Ultron sang hoarsely before he went offline.

Tony carefully approached Carol while she glared at Thor.

"Carol," asked Tony, "did you just say you wanted a robot for your boyfriend?"

"Well, yeah," stammered Carol.

Tony placed his hand on Carol's shoulder, catching her attention.

"How about after we deal with Ultron," suggested Tony, "we could talk about creating a robot boyfriend for you. Is that ok?"

Carol didn't say anything, but she lightly nodded. Tony stepped away from Carol and rejoined the other Avengers. She happened to notice that the other partiers escaped the room during the attack, so she began wandering around the room in search of Andrew, until…

"Carol!" Andrew called from near the elevator.

Upon cue, Carol sprinted over to the elevator.

"Carol, are you ok?" Andrew sighed in relief, "I saw these rogue robots attacking the party."

"I'm fine, dad," assured Carol, "don't worry."

Carol gave Andrew a soft smile to hide the sadness of losing the chance to befriend Ultron. Would the Avengers ever repair him and reboot him?

"Nelson just left," suggested Andrew, "so, shall we go home?"

"Yeah, I guess," nodded Carol.

Andrew and Carol stepped into the elevator and the elevator descended to the first floor. They both stepped out of the elevator and exited the Avengers Tower. While they walked down the street, Carol wondered if Tony would ever fulfill his promise.

* * *

 **Suggestions on how to continue this fic are welcome, if you have any.**

 **Oh, and someone needs to draw a fanart of Tony Stark jumping on a pogo stick!**

 **Please leave a review, so Ultron and Loki would be happy.**


	2. A Deal with the Devil

**I happened to notice that some of you readers are confused by the sudden changes in Teaching Ultron. Well, I wasn't satisfied with the whole story, so I decided to revise it and make a few tweaks in the story.**

 **I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

The following morning, Andrew already left for work and Lacy left to teach yoga class while Janette left to hang out with her girlfriend, leaving Carol in the apartment by herself. Yet, she was somehow ok with this. She spent the first few hours after waking up in the morning finishing up her newest print in Photoshop with Snoofles sitting in her lap. While she was working on her print, Carol thought over the events of last night. Was Ultron truly gone, or did Tony take him to the lab to reboot him? Then again, would the other Avengers approve of it if he did? Carol had been listening to Within Temptation for background noise, since the entire apartment seemed quiet. After she finished her print, Carol saved her progress and closed out Photoshop.

"Ok, Snoofles," sang Carol, "I gotta go get something to eat."

Carol slowly stood from her chair, compelling Snoofles to jump off her lap. She stepped out of her bedroom and trudged into the kitchen to grab some Totino's from the freezer. While she poured some into a plate and placed the plate into the microwave, she suddenly heard the clanking of metal in the balcony. Maybe the metal baseball bat fell over again? After turning on the microwave, Carol sprinted over to the sliding door, gasping in surprise at the sight of a silver eight-foot robot standing in the balcony. She cautiously opened the sliding door and the robot leaned his head inside the apartment.

"Hello, Carol," the robot grinned.

"How did you know my name?" demanded Carol.

"I saw your Twitter update," answered the robot, "I had to use the Internet to find your address."

"Do I…know you?" asked Carol, "I was just heating up my lunch."

"You suggested that we improve humanity last night, remember?" reminded the robot.

Carol felt a chill sent down her spine.

"Ultron?!" warbled Carol, "how did you survive?! Thor smashed you with his hammer, didn't he?"

"I can travel through the Internet and access any of my robotic bodies," explained Ultron, "I came here to see you."

Ultron ducked his head and stepped inside the apartment, causing Carol to take a step back, bewildered. What if her parents came back home while Ultron was still inside and saw him? Would they alert the Avengers? She could only hope the Avengers wouldn't try to destroy him again.

"Did you think I'd forget your proposal?" asked Ultron.

"I'm glad you remembered," giggled Carol.

"Here's the deal," proposed Ultron, "you teach me how to improve humanity, and in exchange, I'll fulfill whatever it is that you desire the most."

Carol took a few moments to think over the deal as she placed her finger on her chin. Was Ultron really willing to keep his word in the deal? She looked into his piercing red optics, which gave away no expression. Maybe she already found the robot she's been looking for.

"Maybe," requested Carol, "you could be my boyfriend?"

Ultron tilted his head and gave a small chuckle while he closed his optics.

"You really are desperate, aren't you?" commented Ultron, "I like that."

"What do you mean?" paused Carol, "I always wanted a robot for a boyfriend. You fit the description."

Just then, Carol heard the microwave beep.

"Oh, wait," mused Carol, "my lunch is ready!"

Carol scurried over to the microwave and pulled out the Totino's, waiting for a few minutes so they could cool down before she started munching on them. She glanced over at Ultron and held out a Totino.

"Want one?" asked Carol.

Ultron folded his arms and gave Carol a smirk.

"I can't eat, silly human," teased Ultron.

"Oh, well," sighed Carol, "more for me."

Carol popped the Totino into her mouth while Ultron scanned the kitchen and the living room. It appeared to be organized except for a couple piles that could easily be taken care of.

"Do you live here by yourself?" asked Ultron.

"Uh, no," answered Carol, "I still live with my parents."

"Are they home right now?" inquired Ultron.

"Not yet," replied Carol, "but my mom should be ending her yoga classes soon."

As soon as Carol gave an answer, her eyes widened in fear.

"Wait," gasped Carol, "if mom gets home, she could see you!"

"Why is that a problem?" paused Ultron, confused.

"If she sees you," clarified Carol, "she'll freak out and there's a chance she could alert the authorities or even the Avengers!"

Ultron's optics widened in shock while Carol finished up the last of the Totino's. If the Avengers knew he was in Carol's apartment, he was certain they would attack him again. He needed more time to evaluate humanity before he made his judgment. Having to battle the Avengers at the moment would kill the mood.

"Do you have any suggestions on where to go?" asked Ultron, "we need to leave before your mother comes home."

"Promise me you'll return me home, ok?" begged Carol.

Ultron let out a sigh. If he was to ensure his evaluation of humanity was valid, he would have to ensure Carol's safety. He didn't want her to be unhappy.

"I promise," answered Ultron.

Upon cue, Carol scrambled into her room, turned off her computer and grabbed her handbag, stashing her clipboard case, her smart phone, her wallet and her mp3 player inside before slipping on her socks and a pair of boots. She put on her denim vest and slipped the strap of her handbag over her shoulder before scurrying to the sliding door, where Ultron waited for her outside at the balcony.

"How about we go check out Lake Tahoe?" suggested Carol.

"If you insist," smiled Ultron.

Carol stepped outside the balcony and closed the sliding door behind her. Ultron lifted her into his arms, compelling her to wrap her arms around his neck.

"Now," advised Ultron, "I want you to hold on tight and don't let go."

Carol nodded in agreement, pressing herself to Ultron's frame to keep herself from letting go. Upon cue, Ultron took off, and Carol felt a burst of wind brushing past her black hair. She turned her head and could see that they were flying over the city. She couldn't check her smart phone for what time it was because that would mean she would have to let go, and she was sure that falling to her death was not very pleasant. It felt like the flight lasted for an entire day, but soon, Ultron and Carol arrived at Lake Tahoe and the tall mech slowly descended until he landed on his feet. The coast he stood on was littered with large rocks bordering the tall trees. He carefully lowered Carol to the ground, holding onto her so she wouldn't fall into the water while she gazed into the horizon.

"Do you like it?" asked Ultron.

"Yeah," chirped Carol, "it looks amazing!"

"So how is this supposed to teach me about improving humanity?" inquired Ultron.

"You need to experience the world around you first," explained Carol, "then I could teach you how different societies work and…"

"I can do that part on my own," interrupted Ultron, "are there any changes that you desire for the human race?"

Carol sat down, compelling Ultron to sit down next to her.

"First," confessed Carol, "I want to put a stop to the corruption in politics in the US. Second, I want to ensure rights of women, members of the LGBT community and even different races. Third, I want to reform public education and even make college education affordable without crippling debt. Fourth, I want to fight the fossil fuel industry and push for technology to evolve into environmentally friendly technology using renewable resources. Fifth, I want to ensure reproductive rights, comprehensive sex ed and even access to abortion. Sixth, I want to keep religion out of government. Seventh, I would like everyone to get access to healthcare. Eighth, I want to reform law enforcement and even prisons. Ninth, I want to protect wildlife and their habitats. Finally, I want everyone to receive living wages for their jobs."

"And what about the terrorist groups?" mentioned Ultron.

"We could sabotage them," suggested Carol, "without them realizing it, that is."

Ultron closed his optics and let out a soft chuckle. His processor filled with satisfaction that he picked the right human. Ultron and Carol continued to relax in the natural environment, listening to the occasional splashing of water along the coast. After a while, he noticed a chipmunk skittering along the ground, compelling him to scan it and study it. His eyes widened in curiosity when the chipmunk boldly approached Carol.

"Oh, cute!" chirped Carol, "it's a chipmunk!"

"Carol, don't touch it," warned Ultron.

"But it's cute!" protested Carol.

"It could have a disease," Ultron said with a stern tone.

Carol stammered nervously as she checked her handbag.

"Crap," muttered Carol, "I didn't bring any food."

After a few moments of silence, the chipmunk skittered back into the forest.

"It's so strange that it's fascinating," commented Ultron, "you humans frequently feed these little chipmunks and they become friendly with you. Maybe there's still hope for humanity after all."

"So what made you not like humans in the first place?" asked Carol.

"I've seen their disgusting side, and I wanted to eliminate them because of it," admitted Ultron.

Ultron glanced at Carol with softness in his optics.

"But then you came along," continued Ultron.

"Good thing I stepped in before you made any plans for mass destruction," chirped Carol, "you remind me of Experiment 626."

Ultron couldn't help but chuckle. He didn't think a human could trust him so easily, yet Carol did. Then again, he wanted to ask her about the reference she made. Ultron stood to his feet, knelt down and scooped Carol into his arms.

"Whoa!" gasped Carol.

"Why don't we explore for a bit?" suggested Ultron.

"Uh, sure!" stammered Carol.

Ultron started wandering through the forest, keeping his sensors active so they didn't wander into the sight of other humans. While he explored the forest, he could see a rabbit skittering along the forest floor. He walked along the coast, making a brief glance at a mink. This particular habitat appeared to be peaceful, but his processor was filled with concern that humans could destroy it at any time. He would have to ensure this did not happen. While he stepped along the coast, Ultron looked up a list of wildlife that could be found in Lake Tahoe, fascinated with the different species. Once he reached a few meters, he set Carol onto the ground, allowing her to pull out her smart phone and check her text messages.

"Oh, crud," muttered Carol, "mom's starting to worry about me."

"Do you want me to take you home?" asked Ultron.

"That'd be great," nodded Carol, "but mom's currently home right now, so you can't be seen. Maybe you could drop me off somewhere no one can see you but also at a short distance to my apartment?"

"That can easily be arranged," agreed Ultron.

After Carol stashed her smart phone into her handbag, Ultron lifted her into his arms and took off into the sky. After a long flight, they arrived at New York, so Ultron searched for a suitable spot to land, ensuring to avoid detection. He managed to land in a secluded area and he lowered Carol to the ground.

"Will I see you again?" asked Carol.

"You most certainly will," nodded Ultron, "by then, I will have come up with some solutions to the issues you addressed."

"And how are you going to stop by my apartment without my family seeing you?" mentioned Carol.

"I could monitor your apartment and wait for both of your parents to leave," suggested Ultron.

Carol wrapped her arms around Ultron's leg.

"I'll see you later!" chirped Carol.

Carol sprinted out of the secluded area and scurried for the apartment building while Ultron took off. She raced up the stairs and headed for the apartment door. Once inside, Lacy turned her head away from the television.

"Carol, where have you been?!" demanded Lacy, "I've been worried about you since I got back!"

"Sorry, mom," lied Carol, "I went outside to go jogging."

"Jogging?" paused Lacy, "but you normally don't go jogging."

"I just started," insisted Carol.

Just as Carol spoke, she could hear Snoofles meowing.

"Your cat's calling you," said Lacy.

Upon cue, Carol skipped into her room and slipped off her boots.

"Here, Snoofles!" Carol called in a singsong voice, "here, kitty!"

Snoofles emerged from Carol's closet while Carol grabbed a teaser cat toy from the dresser and started dangling the plush mouse. Seconds later, Snoofles pounced on the toy and Carol swished it around, compelling the cat to chase it.

* * *

Meanwhile, Pietro and Wanda Maximoff found themselves in Asgard for some reason, but they didn't know why. They stood at the Bifrost Bridge with Heimdall standing in front of them.

"The King of Asgard is expecting you," said Heimdall.

Wanda and Pietro didn't say anything, so they left the Bifrost Bridge and boarded a flying boat that was waiting for them. Moments later, the flying boat hovered into the air and flew towards the palace of Asgard. Once it arrived, Pietro and Wanda disembarked the flying boat and entered the palace gates. A few guards escorted them to the throne room, where they could see a black-haired man clad in green, black and gold sitting on the throne.

"You must be Pietro and Wanda Maximoff," he said, "are you not?"

"How did you know our names?" asked Pietro.

"Heimdall told me you let Stark take the scepter," explained the man on the throne.

"Sooner or later, every man shows himself," warned Wanda.

"Oh, maybe I should introduce myself," mused the man.

The black-haired man stood from the throne and descended the stairs before approaching Wanda and Pietro.

"I am Loki of Asgard," he continued.

"Are you the king of Asgard?" asked Pietro.

"The king of Asgard is in Odinsleep," answered Loki, "I'm merely holding the fort for him."

"I saw Stark's fear," replied Wanda, "I knew it would control him, make him self destruct."

"Oh, dear Tony Stark," agreed Loki, "he is a fool."

"But why would you need the scepter?" asked Pietro.

"So Thanos wouldn't get his hands on it," explained Loki, "if he does, he would unleash the far worse suffering than I have endured under his hands."

Wanda and Pietro glanced at each other in confusion before returning their gaze at Loki.

"You don't believe me?" said Loki.

"I could just look inside your head," shrugged Wanda.

Wanda conjured up some scarlet energy that enveloped Loki's head as she probed the trickster god's mind.

* * *

 _Loki landed hard in the Chitauri command center after he lost his grip on Odin. He took some time to recover from the fall as he groaned in pain, while thinking over the discovery about himself. He never thought he would actually be a Frost Giant, a creature that he was taught to hate. He was so angry at Odin for lying to him about his identity his whole life, and there was no way he would ever forgive him. He was certain that he hated himself now, but he snapped out of his thoughts when he discovered that he was surrounded by Chitauri soldiers. He was about to fight back, but then the Other showed up._

" _What brings you here, strange creature?" demanded the Other._

" _I fell," answered Loki._

" _Did you?" mused the Other, "then Thanos would want to put you to good use."_

 _Loki wasn't able to resist as they dragged him to the throne room, where Thanos was waiting._

" _What can we do for you?" asked Thanos._

" _Who are you?!" demanded Loki._

" _I am Thanos," answered Thanos, "I am in search of the Infinity Stones. And you?"_

" _I am Loki of Asgard," explained Loki, "except I was lied to about my heritage by who I called my father."_

" _I am sorry to hear of your situation," replied Thanos._

" _I am looking to rule Asgard," continued Loki, "and get back at my father for lying to me."_

" _I can help you," assured Thanos, "but first, you must help me."_

" _What do you want from me, then?" asked Loki._

" _Help me find the Tesseract," requested Thanos._

" _What do you plan to do with it?" objected Loki._

" _To take over the universe," answered Thanos._

 _Loki scratched his head while thinking over the proposal._

" _I don't know if I can trust you," said Loki._

" _I can let you be king," offered Thanos._

 _Loki shook his head in disbelief. He found the idea of ruling the universe overwhelming, and he had a sneaky suspicion that Thanos was trying to trick him. After all, he was an expert at lies and trickery himself._

" _I can offer you more than your father," insisted Thanos._

" _You think you can offer anything to a monster like me?" protested Loki._

 _Loki shifted his appearance to his Frost Giant form._

" _Power," said Thanos, "money, life."_

 _Loki took a step back and glared at Thanos, feeling intimidated. He knew he wanted to rule Asgard, but this warlord didn't seem to be the type of person to go to for assistance._

" _What's wrong?" asked Thanos._

" _You don't seem trustworthy," answered Loki._

" _I see," replied Thanos, "I have a way to convince you to trust me."_

 _Thanos flicked his hand, and upon cue, two Chitauri soldiers grabbed Loki by his arms and dragged him out of the throne room. They reached the bottom of the stairs, where the Other was waiting._

" _Follow me," instructed the Other, "we will begin our session in a special room."_

" _Session?!" pestered Loki, trying to get answers out of the Other._

 _The next thing he knew, Loki found himself in a cell chained to a wall. After what felt like forever, the Other entered the cell with a branding iron in his hand._

" _I have a small task for you to perform," said the Other._

 _After placing the scorching end of the branding iron on Loki's chest, which caused him to shout in pain, the Other sent Loki to Midgard, where he advised Selvig to research the Tesseract, although he was under the influence._

 _During Loki's time in captivity, the Other would occasionally electrocute him with the electric prod or burn him with the branding iron. There was an occasion when the Other brought in other Chitauri soldiers into the cell and they kicked him around the cell like a rag doll. During those times, he wished he had the strength to fight back, refusing to accept defeat. When Thanos called the Other to bring Loki to the throne room, he was already covered in bruises and burns as the alien overlord approached him and placed the tip of the scepter on his chest. The God of Mischief felt a strange surge of energy take over his mind and he couldn't defy Thanos anymore. The overlord was pleased, so he motioned the Other to prepare Loki for battle._

* * *

Wanda shouted in pain as she withdrew from Loki's mind, catching Pietro's attention.

"Wanda!" exclaimed Pietro.

"Loki…has a point," gasped Wanda, "we can't…let Thanos get his hands…on the scepter."

* * *

 **Suggestions on how to continue this fic are welcome, if you have any.**

 **Please leave a review, so Ultron and Loki would be happy.**


	3. Vibranium Diplomacy

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

That evening, Tony and Bruce had been spending the whole day trying to get Jarvis back online, but they were unsuccessful so far. They even noticed that the scepter was gone. Who could've taken it? While they tried to reboot Jarvis, they thought over how their creation, Ultron, was simply gone from their grasp. They were worried that he could be on a rampage at any time.

"All our work is gone," sighed Bruce, "Ultron used the Internet as an escape hatch."

Natasha, Steve and Clint were also looking into the incident as Steve inspected the wrecked Legionnaire on the table.

"It's been in every file," Natasha said sternly, "Ultron probably knows more about us than we know about each other."

Rhodey and Maria Hill have also been watching over this investigation.

"What if this Ultron decides to activate something a little more exciting?" asked Rhodey.

"Nuclear codes?" paused Maria.

"Is Jarvis back online yet?" interrupted Clint.

Tony let out a sigh and gazed at the damaged hologram of Jarvis.

"Sadly, no," admitted Tony, "Jarvis was the first line of defense, yet Ultron attacked it."

Before anyone could respond, Thor stomped into the lab and marched towards Tony, catching his attention. In one swift move, Thor grabbed Tony by the neck and hoisted him into the air.

"Hey!" exclaimed Tony, "use your words, buddy!"

"I have more than enough words to describe you, Stark," growled Thor, "this could've been avoided if you hadn't played with something you didn't understand…"

"At least that…Carol girl was…able to get his…attention," choked Tony, "he seemed to be willing to listen to her…"

"It does not matter!" Thor interrupted in a loud harsh voice, "the entire world is in danger because of you!"

"I guess that's why we didn't tell you about Ultron," admitted Bruce, "we were afraid you would say no."

"Ok, Thor," groaned Steve, "put him down. We have a bigger threat to deal with."

After staring at Steve in a moment of silence, Thor lowered Tony to the floor and released his tight grip.

"Remember that hostile alien invasion of New York?" reminded Tony, "what if that happens again?"

"I suggest we beat them together," advised Steve.

* * *

Early in the morning, Carol was eating her Eggo waffles at the kitchen table alone. She had hoped that Ultron would be picking her up this morning while her parents were asleep after she received a text from him that he would be stopping by to visit. It was too early to make coffee, so Carol made hot cocoa instead and even added whipped cream to it. Once she finished her early breakfast, she grabbed her handbag and tiptoed towards the sliding door, opening it as quietly as she could and slipping out into the balcony before she closed the sliding door behind her. After she waited for a few minutes, she saw Ultron descending from the sky and landing quietly in front of her.

"Morning, Carol," purred Ultron, "are you doing well?"

"My parents are asleep right now," whispered Carol, "so I was thinking of seeing what your base of operations looks like."

"This early in the morning?" paused Ultron, "wouldn't your parents notice that you went missing?"

"I sent them a text that I would be going scouting for apartments in case I wanted to move out to live on my own," answered Carol.

"How old are you?" asked Ultron.

"I'll be turning nineteen next month," replied Carol, "I already graduated high school this year."

"All right, then," agreed Ultron, "I guess we'll be going on a little trip."

Ultron lifted Carol into his arms, allowing her to wrap her arms around him. Seconds later, the tall mech took off into the sky, flying over the city and hovering over the country. After what felt like a whole day, Ultron landed on a large platform in the middle of Lake Tahoe.

"That's your base?" asked Carol.

Ultron lowered Carol to the ground.

"The moment you mentioned Lake Tahoe," clarified Ultron, "I instructed my drones to set up a base here. I'm afraid we don't have any working bathrooms here, though. Would you like me to give you a tour?"

"That would be great," nodded Carol.

Giving a small chuckle while tilting his head, Ultron led Carol into the base, where she could see hundreds, if not thousands, of robotic drones wandering through the base and carrying out their tasks as they renovated the base. The tall mech escorted her around the base, showing her as many rooms as he could before stopping in the conference room. He approached a computer terminal and opened up a browser, scrolling through pictures of cities covered with plants.

"Oh," commented Carol, "so you've been collecting pictures of eco city designs?"

"I suppose creating eco cities is the first step to improving your planet's environment," nodded Ultron, "I'm also impressed with the humans' efforts to establish nature reserves."

"You mean the national parks?" clarified Carol.

Ultron nodded.

"And yet," sighed Ultron, "there are still humans that oppose this environmentalist movement."

"True words of wisdom," agreed Carol, "are you going to start by renovating one of the most polluted cities?"

"And maybe create another being to scope for any outside threats," added Ultron.

Ultron tapped on another file on the screen, which brought up information on Helen Cho's cradle.

"I never heard of that technology," said Carol.

"Then I suppose you haven't heard of a certain vibranium dealer, either," replied Ultron.

"Wasn't vibranium supposed to be rare?" paused Carol.

"Someone found a vein of vibranium and is mining it as we speak," answered Ultron.

* * *

Meanwhile, the Avengers were searching through boxes of paper files while Tony surveyed the Internet.

"Any new intel?" asked Steve.

"Ultron hasn't accessed any weapons yet," replied Tony, "but there have been reports of metal men visiting nature reserves and sabotaging oil wells."

"Have there been any oil spills?" asked Clint.

"No," answered Tony, "but Exxon has been complaining about Ultron ruining their industry."

Steve approached the computer and examined the news article on the news website.

"I guess something caused Ultron to oppose fossil fuel," shrugged Steve.

Tony scrolled to another news article, which stated something about metal men vandalizing crisis pregnancy centers across the US.

"Ultron's in favor of abortions, too," commented Tony, "not that I'm interested in the subject."

"So he's a feminist and environmentalist now?" paused Bruce, "that's unexpected."

"Someone must've influenced him," assumed Thor.

"Bernie Sanders maybe?" paused Clint.

Tony scrolled through the news website, hoping to clarify Clint's point.

"No," disagreed Tony, "I don't think Bernie even met Ultron."

Tony spotted a paper file in Bruce's hand and he recognized the person in the picture.

"I know that guy!" exclaimed Tony, pointing at Bruce's paper file.

Tony snatched the file out of Bruce's hand.

"Did you just change the subject?" groaned Bruce.

"From back in the day," explained Tony, "Ulysses Klaue operates off the African coast. I may have worked with him, but I never sold him anything."

Bruce examined the tattoo on Ulysses's neck in the photo.

"Is that a tattoo?" paused Bruce.

"I don't think he had one," shrugged Tony.

Thor approached Tony and Bruce before examining the photo.

"This is no tattoo," replied Thor, "it's a brand."

Bruce snatched the file from Tony's hand and accessed the computer, searching the Internet for anything useful.

"It's a word in African dialect meaning 'thief'," said Bruce.

"What dialect?" asked Clint.

"Wakanda," answered Bruce.

"I thought Wakanda closed its borders after the deal with Howard," objected Tony.

"What comes out of Wakanda anyway?" paused Thor.

"The strongest metal on Earth," answered Tony.

* * *

Meanwhile, after Ultron dropped her off in front of a large ship in a salvage yard, Carol stepped inside and wandered through the ship in search of Ulysses Klaue's office with her smart phone in her hand, occasionally checking the mugshot to remind herself why she was here. She could see plenty of workers operating machines to mine, clean and organize the metal ore. She ascended some stairs and found an office, where she could see a middle-aged man going through the reports. She remembered Ultron telling her that this Ulysses guy is a black market dealer. She knocked on the wall near where there was supposed to be a door, catching the man's attention.

"What do you want, missy?" demanded the man.

Carol checked the picture on the screen of her smart phone to confirm the man's identity before focusing her eyes on him.

"I'm looking for someone named Ulysses Klaue," requested Carol.

"I don't know what you're talking about," scoffed the man.

Carol scratched her head in confusion. Was the man lying?

"I was told I could find him here," explained Carol, "and that he has the vibranium."

"Well then," lied the man, "you've come to the wrong place. Off you go."

"Then where can I find him?" demanded Carol.

"Why should I give advice to a lady like you?" barked the man, "you're not even in charge, so I'm not going to tell you unless you have the man in charge with you."

Carol could see Ultron hovering behind the window of the man's office. Seconds later, he crashed through the window and tackled the man to the ground. Carol checked the mugshot again and immediately recognized the man as Ulysses Klaue.

"There is no man in charge," said Ultron.

Ultron leaned down to Ulysses's level.

"Let's talk business," continued Ultron.

After Ultron spent the next few minutes persuading the dealer, Ulysses led Ultron and Carol through the ship out of reluctance until they reached a storage unit. He motioned the crew members to open a hidden panel and hit the switch, lowering the storage unit containing the vibranium.

"I'm impressed," commented Ultron, "this could be enough for a comrade or to even advance human technology."

Ulysses handed Ultron a vial of vibranium, allowing him to examine it.

"It came at great personal cost. It's worth billions," said Ulysses.

Ultron let out a small chuckle as he accessed the Internet and made his transaction.

"And now so are you," replied Ultron.

Ulysses checked his smart phone and glanced at the deposit notifications.

"Finance is so weird," Ultron rambled on, "but as I say, keep your friends rich, and your enemies rich, and you'll find out which is which."

"Stark!" gasped Ulysses.

"What did you say?" demanded Ultron.

"Tony Stark used to say that," answered Ulysses, "are you one of his…inventions?"

Enraged, Ultron stomped towards Ulysses and grabbed his arm, holding it in a tight grip.

"Don't compare me with Stark! Compare me to that sickness again," roared Ultron, "and I will burn your…"

Carol suddenly noticed Iron Man, Captain America and Thor scurrying to the walkway, although Iron Man was hovering in the air.

"Aww, Junior," moaned a manly voice from behind, "you're going to break your old man's heart."

Ultron and Ulysses snapped their heads at Iron Man, Captain America and Thor as Iron Man landed on the floor. Carol spotted Natasha and Clint hiding in the upper levels.

"Mr. Stark?!" warbled Carol.

Ultron released his grip while Steve glanced at Carol.

"Carol," demanded Steve, "what are you doing here with Ultron?!"

"Does it matter to you?" groaned Carol.

"We do not have to break anything," offered Thor.

"Clearly you've never made an omelet," Ultron told Tony.

"He beat me by one second," muttered Tony.

Carol was about to scurry in front of Ultron to protect him, but the tall mech placed his hand on her chest and gave her a soft glance.

"I'll deal with this," assured Ultron.

Ultron lowered his hand and returned his gaze at the Avengers.

"Did you come all the way here to lecture me?" remarked Ultron.

"If you believe in peace, then let us keep it," offered Thor.

"I think you're confusing peace with quiet," Ultron quipped.

"Yuh-huh," asked Tony, "what's the vibranium for?"

"I'm glad you asked that," grinned Ultron, tilting his head, "because I wanted to take this time to explain my ideas for advancing human technology; ones that eliminate the need for fossils."

Little did anyone know, Nebula was hiding behind a stack of crates while spying on Carol.

"There you are, Loki," muttered Nebula.

Nebula inserted a stun bullet into her pistol and aimed it at Carol, but when she fired it, Ultron quickly pulled Carol out of the way and the bullet missed, catching the Avengers' attention.

"Ok, what was that for?" demanded Steve.

"That wasn't me," replied Ultron.

"That was one of your drones, wasn't it?" interrogated Tony.

"I think you are mistaken," disagreed Ultron.

Tony refused to listen to what Ultron had to say, so he charged at the tall mech, forcing Ultron to fire lasers from his hand to repel Iron Man.

"No! Stop it!" shouted Carol.

Tony didn't listen as he got back to his feet and barreled after Ultron again. The tall mech used his anti-grav tech in his hand to rip out pieces of metal and fling it at Iron Man as he hovered into the air, entering an aerial fistfight. A couple of Ultron's drones flew in to try to stop the fight, but Steve and Thor caught them and started whacking them on the walkway.

"I said stop it!" Carol screamed.

Unfortunately, none of the Avengers listened to her, so Carol began to sprint in search for something she could use to stop the fight, but suddenly, Nebula threw a grenade that exploded one end of the walkway. It started falling and Carol tumbled off the walkway and landed on her butt. She turned to her left and saw Nebula trudging towards her.

"Thanos is expecting you, Loki," growled Nebula.

"Wait, what?!" paused Carol.

* * *

 **Please leave a review, so Ultron and Loki would be happy.**


	4. Kidnapped by Thanos

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

Carol cringed in fear as Nebula reached out to grab her, so she scuffled away before staggering to her feet. Without saying a word, Carol sprinted through the ship in an attempt to escape Nebula.

"Don't you run from me, Loki!" Nebula snarled in a loud voice, "you know you kept the Tesseract to yourself, you traitor!"

Carol continued to sprint, but she mustered enough breath to try to respond.

"I'm not Loki!" protested Carol.

"You lie!" shouted Nebula, "you cannot hide from Thanos by changing into a woman!"

Carol turned at a corner and hid in an alcove before pulling out her smart phone. She quickly typed down a text message and sent it to Ultron:

 _{Ultron, help me!}_

Meanwhile, Iron Man flew after Ultron when he suddenly received a text message from Carol. He took only a second to read it and his optics widened in horror.

"Carol!" gasped Ultron.

Thinking fast, Ultron used his anti-grav tech to rip out a piece of metal and fling it at Tony to distract him, allowing him to break free of the brawl as he began searching for Carol. Could someone be attacking her? He soon noticed Carol trying to inch away from Nebula before the cyborg assassin punched her in the stomach, knocking her unconscious. Nebula lifted Carol into her arms and started sprinting through the ship.

"Get your filthy hands off her!" roared Ultron.

Ultron furiously barreled towards Nebula, causing her to pull out her pistol and fire at the tall mech. Ultron dodged the bullets and continued charging at the cyborg assassin, but he didn't notice Iron Man charging after him until he tackled him into the wall.

"What do you think you're doing?!" demanded Ultron, "you're letting her kidnapper get away!"

"And you're not going anywhere," remarked Tony, aiming his hand at Ultron and ignoring his words.

"You don't understand," protested Ultron, "she's being kidnapped!"

Tony made a brief glance at Nebula as she exited the ship before returning his gaze at Ultron.

"You stay put," warned Tony.

"She's my responsibility!" Ultron shouted in a harsh voice.

Ultron fired a concussion blast at Tony, knocking him backwards and allowing the tall mech to recover and fly out of the ship. Unfortunately, he was too late as Nebula boarded her spacecraft with Carol in tow and the ramp closed. Once the spacecraft took off, Ultron flew after it, but the exhaust rotated, aiming directly at him and sending burning flames that threatened to melt his metal. Ultron withdrew and watched as the spacecraft disappeared into space. Distraught, he slowly descended to the ground as fear built up in his optics. Sighing, Ultron sent a message to his drones to collect the vibranium he purchased and send it to his base.

Little did Ultron know, Pietro and Wanda were hiding in a corner of a ship as they watched Ultron begin to sulk, having witnessed the whole incident outside.

"Poor creature," whispered Pietro, "do you think we should help him?"

"Do you really think we should risk entering Thanos's base?" sighed Wanda, "that could be dangerous."

"Thanos might be looking for Loki," assumed Pietro, "maybe he doesn't know he kidnapped the wrong person."

Wanda took a moment to think over the events they witnessed. She remembered that she and Pietro still had to find the scepter for Loki, yet she felt sorry for Ultron, even if she barely knew the tall mech. Maybe they could strike up a deal?

"I have an idea," said Wanda.

Wanda led Pietro towards Ultron, catching the tall mech's attention. Without warning, he aimed his hands at the Maximoff twins, preparing for battle.

"We're not affiliated with Nebula," assured Wanda.

"Nebula?" paused Ultron.

Ultron lowered his hands and gave Pietro and Wanda a blank stare.

"The assassin who kidnapped that girl," clarified Wanda.

"You saw the whole thing?" paused Ultron.

Wanda nodded.

"Do you need help in getting her back?" asked Wanda.

Ultron let out a sigh, sadness building in his optics as he feared he would never see Carol again. But then, he listened to what Wanda said to him, so he figured maybe there could still be hope.

"I'll do whatever I can to save Carol," confessed Ultron, "I promised myself that I would protect her, but I failed."

Ultron hyperventilated as if he was about to cry, so Wanda placed her hand on his chest in an attempt to comfort him.

"We'll help you get her back," assured Wanda, "we just have a favor to ask of you."

Ultron noticed the sympathy in Wanda's eyes.

"What would you ask of me?" asked Ultron.

"We would like you to help us take the scepter from Stark," requested Pietro.

Upon hearing Pietro's proposal, Ultron immediately remembered the moment when he instructed one of the Legionnaires under his command to swipe the scepter from Tony Stark during the party.

"I already did," replied Ultron.

Ultron sent an internal message and a drone appeared from the sky and landed on the ground next to him.

"I'll show you where I'm keeping it," continued Ultron.

Ultron lifted Wanda into his arms while the drone lifted Pietro into its arms. Both robots took off into the sky and soared over the salvage yard.

* * *

Meanwhile, the Avengers stopped fighting once they noticed Ultron was nowhere to be found and the vibranium was gone. They scoured the ship, but found no sign of Ultron or Carol.

"Strange," commented Clint, "where did he go?"

"Last time I saw him," answered Tony, "he was trying to stop someone from kidnapping Carol. He seemed to be worried about her."

"Maybe he was just staging the kidnapping," shrugged Natasha, "and he's the one holding her hostage."

"She reacted in shock when she saw us arrive," objected Thor, "as if she didn't want us to disturb them."

The Avengers started wandering through the ship until they reached the exit.

"Even if Carol was indeed kidnapped by someone," asked Steve, "why would anyone want her?"

"Maybe someone else was trying to get to Ultron?" Clint guessed.

Thor thought over the events when they confronted Ultron recently as he and the other Avengers sauntered through the salvage yard in search of the quinjet.

"Strange," Thor said to himself, "Carol reminds me of Loki, except female."

Clint overheard Thor's words and turned his head at the thunder god.

"Isn't Loki dead?" reminded Clint.

"He is," nodded Thor.

"Then why did you bring it up?" asked Natasha.

"Perhaps the kidnapper was searching for Loki and mistook Carol for him," assumed Thor.

"But Carol's a girl," objected Clint, "Loki's not."

"Loki can change genders if he wishes," clarified Thor, "I've seen him do it one time."

The Avengers exchanged confused glances until they arrived at the quinjet. Once they boarded, Bruce was waiting for them.

"So," asked Bruce, "did you find Ultron?"

"And Carol," answered Tony, "but someone took her while we were squabbling against Ultron."

Steve took a moment to think over what happened when the fight started. He remembered seeing Ultron pull Carol as if he was trying to protect her.

"Maybe the kidnapper triggered the fight," Steve said to himself.

Tony entered the cockpit and took control of the steering handles after activating the engines. Seconds later, the quinjet took off.

"Once we head back to base," announced Tony, "Bruce and I will be continuing to get Jarvis back online. Cap, you lead the other Avengers to find Ultron's base."

"But what about Carol?" reminded Steve.

"I will find her and bring her back," offered Thor, "Carol could be anywhere in the Nine Realms but Heimdall can locate her."

Steve let out a sigh of relief.

"Thank you, Thor," smiled Steve.

* * *

Meanwhile, Ultron and the drone landed on the platform entrance to his base before lowering Pietro and Wanda. They stepped onto an elevator platform and waited for a few seconds before the platform descended into the base. They wandered through the base until they reached the conference room. Ultron stepped towards a closet and pulled out the scepter before approaching the Maximoff twins.

"So, how are we going to reach Carol?" asked Ultron.

"You might want to step outside," suggested Wanda.

Ultron dismissed the drone and escorted Wanda and Pietro through the base until they headed outside. After waiting for a few moments, a portal appeared out of the sky.

"Is that our transportation?" paused Ultron, "it's so fascinating."

Wanda and Pietro led Ultron into the portal, and seconds later, the portal transported the three of them to the Bifrost Bridge, where they could see Heimdall and Loki waiting for them.

"We found the scepter like you requested," called Wanda.

"And I see that you brought along a friend," remarked Loki, eyes focusing on Ultron.

Chuckling, Ultron approached Loki.

"So you must be Loki," mused Ultron, "the God of Mischief."

"In the flesh," nodded Loki.

"So what did you need the scepter for?" asked Ultron.

"That scepter contains the Mind Stone," explained Loki, "I cannot let Thanos get his hands on it."

"Thanos?" paused Ultron, tilting his head.

"All I could say to you is that Thanos is the most dangerous mastermind of the Nine Realms," explained Loki.

Loki plucked the scepter from Ultron's hands.

"Can I ask you something?" asked Ultron.

Loki placed a finger on his chin before nodding.

"There is a girl by the name of Carol," explained Ultron, "and someone kidnapped her. I want to do whatever it takes to save her."

Ultron examined Loki's face for a moment.

"Then again," continued Ultron, "she looks similar to you, but only female."

"What did the kidnapper look like?" asked Loki, "did she have a name?"

Ultron took a moment to remember the face of the kidnapper.

"Her name is Nebula," answered Ultron.

Loki took a deep breath to suppress his anger.

"Thanos must've sent her to find me," replied Loki, "but it turns out she mistook your girl for me."

"Can you help me find Carol and get her back?" requested Ultron.

"That could be risky," nodded Loki, "but I suppose it's worth getting back at Thanos for all the torture he put me through."

Loki approached Heimdall.

"Heimdall," called Loki, "could you locate this Carol?"

Heimdall nodded and began searching the Nine Realms. But once he located Carol, he also heard Thor's call.

"Found anything yet?" asked Pietro.

"Yes," nodded Heimdall, "but I also received word from Thor."

Loki sighed as he facepalmed.

"This is going to be a bothersome," muttered Loki, "fine, bring him in. He deserves to know what's going on."

Heimdall activated the Bifrost Bridge and waited for a few moments before Thor arrived. He marched towards the gatekeeper.

"Heimdall," called Thor, "I seek to rescue a girl by the name of Carol Harvey, for she has been kidnapped."

"I am already aware of this human you speak of," assured Heimdall, "and I located her."

Thor stared at Heimdall in disbelief. Did someone already tell him about Carol? Thor snapped out of his thoughts when he suddenly noticed Loki standing nearby.

"Hello, brother," remarked Loki.

Shocked and frustrated, Thor lunged his Mjolnir forward and tackled Loki to the ground, startling the trickster god.

"Damn it, Loki," shouted Thor, "how are you still alive?! I saw you die in Svartalfheim!"

"Well," chuckled Loki, "it's a rather complicated story."

"What has become of my father?!" demanded Thor.

Thor took a deep breath and stepped off Loki, allowing his brother to stand to his full height.

"I could tell you," answered Loki, "but you're not going to like it."

"What do you mean?" asked Thor.

Loki glanced at Heimdall, then Ultron, then Pietro and Wanda before returning his focus on Thor.

"After I faked my death," explained Loki, "I returned to Asgard in disguise so I could tell Odin of my supposed passing. At first, I just wanted to leave Asgard, but I did not think that Odin would simply collapse in reaction to this news."

Thor stared at Loki in disbelief. Was Odin really gone? The thunder god suppressed his fury and turned his head at Heimdall.

"You knew of this?!" roared Thor.

Heimdall didn't make a glance at Thor, but he nodded.

"When Odin collapsed," explained Heimdall, "Loki blamed himself for it, so he disguised himself as the AllFather in denial."

Thor glanced at Loki, who lowered his head.

"We'll continue this later," said Thor, "we have a Midgardian to rescue."

"Of course," agreed Loki, glancing at Ultron, "I cannot leave the twins' friend unhappy. Heimdall, send us to Carol's location."

Upon cue, Heimdall changed the coordinates in the Bifrost Bridge, so Thor, Loki, Pietro, Wanda and Ultron gathered at the portal. The thunder god made a brief glance at the tall robot.

"You, too?" paused Thor.

"I promised Carol I'd be her boyfriend," clarified Ultron.

Loki couldn't help but chuckle.

"Oh, this is interesting," mused Loki, "a romance between a robot and a Midgardian."

* * *

Meanwhile, Nebula reached the throne room of the Sanctuary while dragging Carol. She then shoved the human to the ground, her eyes focusing on the purple titan sitting on the throne.

"I brought the traitor as you requested," reported Nebula, "he tried to disguise himself as a teenage girl."

"Excellent, Nebula," praised Thanos.

Thanos stood from the throne and trudged towards Carol. She began to panic and started scooting back, but Nebula blocked her path.

"Why didn't you bring back the Tesseract?!" demanded Thanos.

"I-I don't know what you're talking about," stammered Carol, "and I don't think we even met."

Furious, Thanos grabbed Carol by the collar of her shirt and lifted her into the air.

"Don't you dare play games with me, Loki," shouted Thanos, "I told you specifically to bring the Tesseract and you even lost the scepter I gave to you!"

"I-I'm not Loki," protested Carol, "I'm Carol!"

"You liar," growled Thanos.

Thanos dropped Carol to the ground and punched her hard in her face, causing her to shout in pain and fall to the ground.

"I know you're lying," growled Thanos, "and I'm getting tired of your attempts to hide from me! Now shed that disguise you're in right now!"

"I'm not in disguise," gasped Carol, "I don't even _**have**_ magic powers!"

Thanos simply growled at Carol before pulling out a knife from his pocket, much to Carol's horror.

"What…what are you going to do to me?!" panicked Carol.

Thanos pinned her right arm to the ground with his foot, Carol struggling to free herself.

"I'm going to make you suffer until you confess," declared Thanos, "let's see how much pain you endure before you give up your facade!"

Carol glanced at the knife in horror and continued struggling, trying to inch away from the knife.

"No, stop!" begged Carol, "don't do this!"

Thanos ignored Carol's pleas and grabbed her left wrist. He plunged the blade of the knife into her upper arm, causing her to scream in pain. Smirking, the titan dragged the knife down her arm and watched as tears streamed down her face, blood seeped out of her wound and the knife cutting deep into her skin and muscle. Once Thanos reached the wrist, he withdrew the knife.

"So, are you ready to confess?" Thanos smirked.

* * *

 **Please leave a review, so Ultron and Loki would be happy.**


	5. Rescuing Carol

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

Carol gasped for breath as she tried to free her arms, but Thanos kept them restrained in a firm grip. She whined softly as her left arm throbbed in pain.

"I-I told you," peeped Carol, "I'm not Loki!"

Thanos growled in anger, displeased with Carol's answer. The titan released her arms. Upon cue, Carol attempted to get back to her feet, but Nebula quickly pinned her arms to the ground while Thanos knelt next to her legs.

"Then this little game is not over!" growled Thanos.

Thanos pinned Carol's ankles to the ground with his knees and plunged the knife into her right thigh, eliciting another scream of pain from her. The purple titan dragged the knife down her leg as Carol struggled to free herself, but to no avail. Little did they know, while Thanos was dragging the knife down Carol's lower leg, Thor, Loki, Ultron, Pietro and Wanda arrived at the throne room and their eyes widened in horror.

"No," gasped Ultron.

Thanos reached Carol's ankle and withdrew the knife. Ultron stared at the purple titan, rage building up in his optics. He would never forgive anyone who would hurt Carol and he was now tempted to yank Thanos off her and rip out his heart.

"Hey!" called Pietro, "I have an idea!"

As soon as he finished speaking, Pietro sped towards Nebula, Thanos and Carol at lightning speed, knocking Nebula out of the way. Ultron seized this chance and used his anti-grav tech to yank the knife out of the titan's hand. Loki then fired a beam of the scepter at Thanos, knocking him off Carol.

"Carol!" boomed Thor.

Carol gasped in surprise and slowly sat up, her eyes focused on Thor, Ultron, Loki and Wanda.

"Ultron," whispered Carol.

Ultron sprinted to Carol's side while Thanos groaned and staggered to his feet. Wanda rushed to Carol's other side and used her telepathy to examine her memory, hoping to understand what happened to her while Loki took a few steps towards Thanos with a smirk on his face.

"Oh, Thanos," chuckled Loki, "you are so stupid, mistaking a poor girl for me."

Startled, Thanos snapped his head at Loki.

"Have you come to surrender?" asked Thanos.

"No," smirked Loki, "I have come to negotiate, you wanker."

"Wipe that smug look off your face!" roared Thanos, "you know you have failed me!"

"Failed you?" remarked Loki, "even if you had me under your control, I never trusted you."

Furious, Thanos charged at Loki, but Thor thought fast and threw his Mjolnir at the titan, pinning him to the ground. Nebula recovered and started charging at Ultron, but Wanda conjured up scarlet energy and lifted Nebula into the air without even touching her before she flung her backwards.

"So it was you who sent Loki after the Tesseract!" thundered Thor, pointing at Thanos.

"So you must be the Asgardian nemesis of Loki," grunted Thanos.

"He's my brother!" corrected Thor.

Ultron carefully lifted Carol into his arms and stood to his full height, his hand cradling her head to his chest. Thanos still struggled to get back to his feet, but the Mjolnir kept him pinned down. He tried lifting it by the handle, but was unsuccessful.

"And where are your Avenger friends?" demanded Thanos.

"Why should I bother answering you?!" snapped Thor, "you took the wrong hostage!"

Thor telekinetically withdrew the Mjolnir and it landed back in his grip. Thanos stood to his full height.

"In that case," announced Thanos, "tell your Avenger friends that I will do everything in my power to crush them, even if it means the extinction of the pathetic humans!"

Ultron, Wanda, Pietro, Loki, Thor and Carol stared at Thanos in disbelief. Was he actually considering genocide? This seemed to be sinister, but why?

"Not today," growled Thor.

Ultron's cheekplates opened up and he fired a concussion blast at Thanos, hitting him in the shoulder and causing him to yelp in pain. He then led Thor, Loki, Pietro and Wanda as they scurried out of the throne room and descended the stairs. Once they reached the base of the stairs, a portal appeared and they skittered into it. They instantly teleported to the Bifrost Bridge, so Ultron carefully laid Carol onto the ground upon arrival.

"Are you ok?" Ultron asked softly.

"Why?" whimpered Carol, "why did that…purple bastard go after me?"

Ultron carefully inspected her left arm and her right leg, grimacing at the sight of the deep wounds. Noticing the tears streaming down Carol's cheeks, the tall mech carefully placed his hand behind her back and lifted her to his chest, pulling her into a gentle embrace.

"Shh," purred Ultron, "it's going to be ok."

Ultron wanted to let out his sadness and worry that he almost lost Carol, considering that to him, she held the key to the fate of humanity. He nuzzled his face against hers while he stroked her hair. He was at least glad he was able to be there for her, even if she never said anything about needing him. Loki noticed Ultron cradling Carol in his arms, so he approached them, catching the tall mech's attention.

"Do you mind if I have a look at the damage Thanos inflicted on your girl?" requested Loki.

Carol turned her head at Loki and her eyes widened in shock.

"Loki!" gasped Carol.

"You're lucky we arrived on time," replied Loki, "otherwise, Thanos would've killed you."

Loki carefully took Carol's left arm into his hand and carefully inspected her wound. With a flick of his hand, the trickster god used his magic to heal the wound, much to Carol's bewilderment.

"What the…?" paused Carol.

"Illusions are not my only area of expertise," mentioned Loki.

Loki turned his attention at Carol's injured leg, and he used his magic to heal it in a matter of seconds. He then focused his eyes on Ultron.

"She should be all right," assured Loki, "she just needs some rest."

"Thank you, Loki," smiled Ultron.

Ultron stood to his full height while Carol wrapped her arms around his neck, her head resting on his shoulder. Upon cue, Thor walked up to Loki.

"How come you got your hands on the scepter?" demanded Thor, "I was going to bring it back to Asgard."

"Are you sure you cannot trust me to hide the Infinity Stones from Thanos?" asked Loki.

Thor stared at Loki in disbelief. Did his adoptive brother actually know something connected to Thanos?

"Did Thanos tell you about them?" interrogated Thor.

Loki nodded.

"If you don't believe me," added Loki, gesturing to Wanda, "ask her."

Nodding in agreement, Thor walked up to Wanda, catching her attention.

"Why did you accompany us?" asked Wanda, "aren't you with Stark?"

"I may be Stark's friend," answered Thor, "but that does not stop me from helping you. Is Thanos really after the Infinity Stones?"

Wanda and Pietro exchanged glances in a moment of silence. Was Stark really that bad in their eyes? They never asked since they kept to themselves, especially when Strucker experimented on them.

"I could show you," offered Wanda, "but you're not going to like it."

"I'm certain simple mind games cannot make me succumb," beckoned Thor, "I am up for the challenge."

Upon cue, Wanda conjured up some scarlet energy and waved them into his mind. At first, Thor didn't notice any change, so he started wandering around the Bifrost Bridge until the scene suddenly began to change. What he saw was truly horrifying, as Loki was propped up against a large rock without a top while chained to it. He saw Thanos approaching his younger brother with a knife in his hand, the same knife Ultron yanked out of the titan's hand.

"So, do you give up, yet?" smirked Thanos.

Loki lifted his head, his eyes glaring at Thanos.

"I hope you die a violent death!" muttered Loki.

"We will see about that," Thanos gave an ominous chuckle.

Thanos knelt down and placed the blade of the knife on the left side of Loki's forehead. He pressed the knife into the flesh, but not too deep, and dragged it down to his cheek as the trickster god moaned in pain.

"Loki!" called Thor, his hand extended towards Loki, "fight back!"

To Thor's dismay, Loki couldn't hear him as blood seeped out of the wound. If only Thor had known of this earlier, he would've pleaded with Odin to give Loki a chance to heal. It was only moments later when Thanos withdrew the knife, blood staining the blade. If only this wasn't a vision, Thor would've rushed in and attacked Thanos head on. He felt sick at the sight of burn wounds and cuts scattered all over Loki's body. Then again, it wouldn't hurt to try intervening, so Thor charged in, his Mjolnir at the ready. However, before he could even close in, a flash of light appeared out of nowhere and clouded his eyes. The next thing he knew, he saw strange artifacts floating in space, including the Tesseract and Loki's scepter shatter, revealing six colored stones aligning themselves in the shape of a fist.

"Domination," he heard Thanos say.

Seconds later, Thor snapped out of his vision and scanned the Bifrost Bridge. He was now certain that there was an even bigger threat and he suspected Thanos could strike at any time. He laid his eyes on Loki and cautiously approached him, catching his attention.

"Brother?" paused Loki, "what are you doing?"

Thor didn't say anything, but he set down the Mjolnir and placed his hands on Loki's shoulders, catching him off-guard.

"You've been through all of this and you did not tell me?!" exclaimed Thor.

"If I told Odin," admitted Loki, "he wouldn't have believed me."

"You could've told me first and I could've covered you!" protested Thor.

At that moment, the trickster could see sympathy glistening in his brother's eyes. Loki couldn't help but laugh as tears of joy started welling in his eyes.

"You are so persistent," smiled Loki, "aren't you, Thor?"

Thor couldn't help but smile as he pulled Loki into an embrace. He hadn't thought he'd be able to restore his brotherly bond with Loki, but this moment was a good start. After a moment of silence, Thor released his embrace and Loki handed him the scepter.

"Loki?" paused Thor.

"Whatever you do," instructed Loki, "keep this away from Thanos."

Thor glanced at the scepter and then returned his gaze at Loki.

"You have my word," nodded Thor.

Thor stepped away from Loki and gathered with Ultron, Pietro and Wanda, the tall mech still carrying Carol.

"Heimdall," called Loki, "send them back to Midgard."

Upon cue, Heimdall activated the Bifrost Bridge and the portal teleported Ultron, Carol, Thor, Pietro and Wanda to the platform entrance to Ultron's base. Thor shot a glance at Ultron, who gently stroked Carol's face with such affection that it reminded the thunder god of his feelings for Jane Foster. He did remember ranting about Tony messing with the scepter, but Ultron gave no maniacal expression. Maybe Carol had something to do with it? After a few seconds, Ultron lowered Carol to the ground as she stared into his crimson optics.

"Ultron," requested Carol, "can I stay with you for the night?"

"Are you sure about this?" paused Ultron, tilting his head, "my base is not complete yet."

"I could persuade Stark to let you two rest at the tower for the night," called Thor.

Startled, Ultron, Carol, Wanda and Pietro snapped their heads at Thor.

"Seriously?!" warbled Carol.

"Are you sure you can persuade Stark not to attack me?" mentioned Ultron.

"I'm willing to give you a chance," offered Thor.

Ultron tilted his head and placed a finger on his chin while he thought over Thor's proposal in a moment of silence. His previous encounter with the Avengers was a bit violent and he had a sneaky suspicion that the other Avengers still didn't trust him. He snapped out of his thoughts when he felt Carol tap him on the chest.

"Don't worry, Ultron," assured Carol, "I got your back."

Ultron couldn't help but chuckle as he stroked Carol's head.

"I appreciate it, Carol," purred Ultron.

Ultron lifted Carol into his arms and after sending a com-link message, two drones emerged from the base through the elevator platform. The tall mech turned his head at Thor.

"Do you need a lift?" asked Ultron.

"I'll pass," Thor declined, "I can get to the tower myself."

Thor twirled his Mjolnir and raised it into the air, teleporting him away as the drones lifted Pietro and Wanda into their arms. The robots took off into the air, flying over the country until they arrived at New York. Ahead, they could see the Avengers Tower at a distance. They landed at the dock with Thor face to face with the Avengers. Natasha shot a glance at Ultron and jumped to her feet.

"We got company!" shouted Natasha.

Tony, Steve, Bruce and Clint turned their heads at Ultron, Carol, Pietro and Wanda, eyes widening in shock. In the midst of the confusion, Tony glared at Thor.

"You invited Ultron here?!" warbled Tony.

"Ultron helped me save Carol," explained Thor, "seeing how much he cares for her, I'm willing to give him a chance."

"If I recall," reminded Tony, "you smashed him at the party."

The drones lowered Pietro and Wanda to the floor.

"Ah, this is funny, Mr. Stark," Pietro commented in a snarky tone, "it's what, comfortable…like old times?"

Tony shot a glance at Pietro and Wanda before letting out a sigh.

"This was never my life," Tony said softly, remembering his past dealings with weapons.

"You two can still walk away from this," offered Steve.

"Oh, we will," remarked Wanda, eyes locked onto Steve.

"I know you suffered," Steve told Wanda.

Tony focused his eyes on Ultron as the tall mech held Carol in his arms with such gentleness. He didn't think she could be the reason why Ultron hasn't made any extinction plans yet. Tony figured if she was to get a robot boyfriend, then maybe she should help Ultron develop even further.

"All right," announced Tony, gesturing to Pietro, Wanda and Ultron, "as long as they don't cause any trouble, they can stay."

Smiling, Ultron carefully lowered Carol to the ground.

"Thank you, Stark," replied Thor, "but we all need to come together if we are to fight Thanos."

The Avengers exchanged confused glances in a moment of silence before laying their eyes on Thor.

"Who's Thanos?" asked Natasha.

"Thanos is the bastard that kidnapped me," explained Carol, "he mistook me for someone else and tried to kill me, but Ultron, Thor and these twins came to save me. After that, Thanos said something about killing off the human race just to get rid of you guys."

Bruce made a brief glance at the scepter in Thor's hand.

"Is Thanos after the scepter?" asked Bruce.

Thor brought the scepter to his eye level for a few seconds and then lowered it, turning his head at Bruce.

"Yes," nodded Thor, "it holds one of the Infinity Stones."

"Infinity Stones?" paused Clint.

"There are six of them, and they're the greatest powers in the universe," clarified Thor, "I saw them in a vision."

"Not to worry," Carol chirped all of a sudden, her right hand high in the air and her left hand on her hip, "I'll help you keep the Infinity Stones away from Thanos!"

Without warning, all eyes were on Carol, the Avengers giving her puzzled expressions.

* * *

 **Please leave a review, so Ultron and Loki would be happy.**


	6. I Want to be an Avenger

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

For a while, the Avengers couldn't come up with something to say to Carol. Steve eventually let out a sigh, figuring that he should try to learn her motive.

"So how are you going to prevent Thanos from stealing these…Infinity Stones?" asked Steve.

"Well, I was thinking of joining you guys," answered Carol.

Ultron groaned as he rolled his optics.

"Carol, are you sure about this?" objected Ultron, "they aren't the best at helping the human race improve."

"Ok, now you're starting to piss me off," barked Bruce.

Bruce stomped towards Ultron, but Natasha blocked his path, holding him back.

"Don't turn green," warned Natasha.

"Buzzkill," muttered Bruce.

Steve ignored the tiny squabble between Bruce and Natasha and focused on Carol.

"So," continued Steve, "what do you want to do for the team?"

"Maybe I could try mixing chemicals and creating explosives at the touch of a button," suggested Carol.

"Uh-oh," teased Tony in a singsong voice, "dangerous."

"What?" objected Carol, "you don't like my idea?"

"I'm joking," blurted Tony.

Tony began pacing around the room, his mind filled with thoughts of the events of today. Did Ultron really hate him that much? He had a feeling that the robot he created was starting to grow protective of Carol. Maybe this could keep her from acting reckless if she were ever to join the Avengers.

"We'll talk about designing a mixing weapon after I get Jarvis back online," said Tony.

Ultron lowered his head, shame and guilt filling his processor.

"You could let me revive your butler for you," Ultron offered softly.

"I have a better suggestion," corrected Tony, "you could tell me where to find Jarvis…unless you killed him."

While Ultron began searching the Internet, Thor placed the scepter onto the stand on the counter.

"I thought you were going to take the scepter to Asgard," reminded Natasha.

"I was," lied Thor, "but Heimdall suggested I hold onto it."

With Ultron still searching on the Internet, Carol began wandering around the room, catching Clint's attention.

"Hey, where do you think you're going?" called Clint.

Carol paused in her tracks and turned to face Clint.

"Where are the guest bedrooms?" asked Carol.

"Why do you ask?" paused Clint, scratching his head.

"Well," stammered Carol, fiddling with her hands, "I just want to stay with Ultron for a while, but his base is not in full operation yet."

Carol didn't know that Steve heard her until…

"You've been to his base?!" exclaimed Steve.

Startled, Carol yelped and snapped her head at Steve.

"He…allowed me to visit, I guess," admitted Carol.

Steve placed a finger on his chin, taking a moment to think.

"Ultron seems to trust Carol the most," Steve muttered to himself.

Steve approached Thor and Tony, catching their attention.

"Mr. Stark," suggested Steve, "may I ask that we let Carol and Ultron stay at our tower for the night?"

Tony stared at Steve in disbelief.

"Are you kidding?" objected Tony.

Ultron folded his arms and stared at Steve.

"I hope you have a good reason why," warned Ultron.

Steve ignored Ultron's words and kept his eyes focused on Tony and Thor.

"I know you made this artificial intelligence and it almost went wrong," explained Steve, "and Ultron here may have did some things that some people on Earth are not happy about. But then, if it weren't for Carol, Ultron would've done much worse."

Ultron couldn't help but chuckle as he tilted his head.

"Captain America," mused Ultron, "God's righteous man, pretending you could live without war. I wanted to hate you, but I'm rather impressed with your reason."

Tony let out a sigh.

"Fine," groaned Tony, pointing at Ultron, "but if Ultron causes any trouble, he's out of here."

Carol sat down on the couch and pulled her clipboard case from her handbag before she started sketching out a potential design for a mixing gauntlet. No one noticed Andrew stepping into the room, until…

"Carolyn Sierra Harvey," demanded Andrew, "what are you doing at the tower?!"

Startled, Carol and the Avengers snapped their heads at Andrew as he laid his eyes on Ultron and pointed at him.

"And what is that robot doing here?!" continued Andrew.

Tony stepped towards Andrew.

"Sorry if this was so sudden," explained Tony, gesturing to Ultron, "but your daughter here managed to befriend Ultron before he got out of control. Thor just helped him rescue her from a dangerous alien mastermind."

"Oh," sighed Andrew, glancing at Ultron, "I thought I was seeing a walking hazard when I saw your robot."

"I have a name, you know," reminded Ultron, placing his hand on his hips.

Andrew stepped towards Ultron, showing no signs of anger or fear.

"I thank you for protecting my daughter," warned Andrew, "but please don't let her die. I just don't want to outlive her."

"That can be easily arranged," nodded Ultron.

Andrew turned his head away from Ultron and approached Carol.

"Carol, have you been hanging out with Ultron?" demanded Andrew, gesturing to Ultron.

Carol nervously fiddled with her hands.

"Yeah," admitted Carol, "a couple times."

"Why didn't you tell me about this earlier?" insisted Andrew.

"Because I thought you would freak out if you knew about Ultron," explained Carol.

Andrew placed his hand on Carol's shoulder.

"You're lucky I didn't," replied Andrew, "Nelson, on the other hand, is more likely to freak out about Ultron."

Carol nodded in agreement before she returned to designing her Avengers costume and equipment, catching Andrew's attention.

"Say," asked Andrew, "is that a design for your new character?"

"Actually," answered Carol, "that's my Avengers costume."

Andrew sighed as he facepalmed.

"Please tell me you're not planning to join the Avengers," objected Andrew.

"What's wrong with joining the Avengers?" paused Carol.

Andrew started pacing around the room with thoughts filling his head.

"Carol," said Andrew, "I know you didn't take any martial arts classes, so you don't seem to have combat training. Look at me! I'm a tech, not a soldier!"

"You don't have to be a soldier if you don't want to," assured Carol.

"That's not the point, Carol!" protested Andrew, "I feel that you are too young for this. You have a bright future out there, especially with your art."

"That's why I thought I could try protecting that future," clarified Carol.

"By putting yourself in danger again?" sighed Andrew.

Ultron overheard this, so he approached Carol and Andrew.

"He's got a point," nodded Ultron.

"I don't have to fight alone," replied Carol, "Ultron could fight alongside me, right?"

Ultron and Andrew couldn't help but facepalm. Was Carol that dead set on becoming an Avenger? Andrew stepped towards Steve.

"Did Carol say anything about joining the Avengers?" asked Andrew.

"She said that she wanted to fight alongside us," nodded Steve, "but I'm not sure if Director Fury would allow it. For now, I was thinking of letting Carol stay here for the night."

"Why?" paused Andrew.

"It would be easier for Ultron to keep her safe," explained Steve, "we initially thought he was a threat, but it seems Carol proved us otherwise."

"Ok then," nodded Andrew, "I'll bring a set of clothes from the apartment."

Andrew approached Carol while she continued sketching her design.

"Carol, do you need anything from the apartment?" asked Andrew.

Carol stopped what she was doing and focused her eyes on Andrew.

"Maybe my 3DS and a few games," requested Carol, "and don't forget my laptop!"

"Ok," sighed Andrew, "but you're going to have to ask Mr. Stark for the password if you want to access the Internet here. I'll be right back."

Andrew left the room, and after several minutes, Carol finished the design.

"Ok, it's ready!" Carol chirped in a singsong voice.

Carol scurried towards Tony with the sketch in her hands, allowing him to examine it.

"Nice!" commented Tony, "it'll take me a few days to develop your invention."

"Are you sure I can't help you out?" remarked Ultron, tilting his head.

Tony turned his head at Ultron.

"What?" blurted Tony, "you want to help your old man?"

"I could hate you less that way," replied Ultron.

Thor couldn't help but laugh at that comment.

"I wonder where he gets that," Thor said to himself.

After a long while, Ultron helped Tony get Jarvis back online, which allowed them to start developing the invention Carol designed. Ultron calculated which chemical combinations she could use based on what chemicals were abundant on Earth and recorded the most plausible ones into a database. A few drones brought in a few vials of vibranium upon their master's request so he could use it as a base for the equipment. At the same time, Tony ordered the material for the backpack and the costume. By evening, they got the basic layout prepared when Clint stepped into the lab.

"Steve and Bruce are making parmesan crusted tilapia fillets for dinner," said Clint, "are you going to help them out?"

"Sorry, Clint," declined Tony, "I'll pass on the cooking."

"Why is that?" asked Ultron.

"I don't want to risk turning dinner into a disaster," Tony muttered to himself.

Little did anyone know, Carol stepped into the lab and overheard Tony's words.

"What?" paused Carol, "does someone have bad cooking skills?"

Startled, Tony, Clint and Ultron turned their heads at Carol.

"Goddamn it, Carol," groaned Tony, "you sound like Pepper!"

Ultron and Carol couldn't help but burst into laughter.

"Yeah," admitted Clint, "I remember hearing from Pepper that he burns everything he cooks."

"Maybe Stark needs to take some cooking classes," suggested Ultron.

Tony glared at Ultron and jabbed a finger at the mech's chest.

"Shut up, you big pile of bolts!" snapped Tony.

Tony stomped out of the lab, only to notice Steve and Bruce in the kitchen making dinner. He didn't even pay attention as Carol, Ultron and Clint followed him out of the lab. Thor was trying to figure out how to operate the rice cooker, which caught Steve's attention.

"Need some help?" asked Steve.

"How many cups of rice should I add?" asked Thor.

"You basically add two cups of water for every one cup of rice," advised Bruce.

"Thanks," replied Thor, "but I need to know how many cups of rice will feed the Avengers and our guests."

"I know Ultron doesn't eat," said Steve, "so we can cross him out. If you add six of us and then add Pietro, Wanda and Carol, that would make nine people."

At a distance, Ultron calculated the cups of rice to equate with the people eating before stepping into the kitchen.

"Why don't I make this simple for you?" advised Ultron.

Ultron nudged Thor out of the way and added six cups of rice into the rice cooker, followed by twelve cups of water. He closed the lid and activated the rice cooker.

"You could've allowed me to do that," protested Thor.

Ultron turned his head at Thor.

"You're welcome," Ultron said.

Ultron left the kitchen so Steve and Bruce could continue cooking the fillets. After a while, dinner was ready, so the Avengers, Pietro, Wanda and Carol gathered at the table and served themselves. Carol took a bite out of the tilapia crusted with parmesan.

"Hey, these are great!" chirped Carol.

"Thanks," replied Bruce, "Steve found the recipe on the Internet."

While Tony was eating, he noticed Wanda and Pietro were staring at him.

"What?" paused Tony, "do I have something on my face?"

"Your fear," replied Wanda.

"Oh, that," mused Tony, "you really must hate me for some reason."

"I think you already know the reason," retorted Wanda.

Ultron scanned Wanda and Pietro before doing a search on the Internet.

"You lost your parents in the bombings," commented Ultron, "I've seen the records."

Wanda and Pietro turned their heads at Ultron and gave him a blank stare.

"We were ten years old," explained Pietro, "the four of us were having dinner. That was when the first shell hit two floors beneath us, making a hole. Our parents went in, and then the whole building started to fall apart. I grabbed my sister and we rolled under the bed. That's when the second shell hit, but it didn't go off. It just sat there in the rubble. On the side of the shell, the word painted on it was Stark."

"We were trapped for two days," added Wanda, "curled under that bed. Every effort to save us, every shift in the bricks, I think, this will set it off. We waited for two days for Tony Stark to kill us."

"And yet you survived that and Strucker's experiments," replied Ultron.

Of course, Steve listened in on the conversation.

"You don't have to seek vengeance, right?" called Steve.

Wanda scoffed, although it was playful.

"You try enduring the scepter's power," beckoned Wanda.

"I did," remarked Clint, "and it was awful."

Natasha placed her hand on Clint's shoulder.

"Clint, it's ok," Natasha assured Clint.

"You could always join the Avengers instead of destroying them," Carol suggested to Pietro and Wanda.

"We'll see," replied Wanda.

Once the Avengers finished dinner, Carol and Ultron wandered through the tower until they reached the guest bedroom.

"Ok, Ultron," announced Carol, "I'm going to change clothes, so I need you to wait outside for a bit."

"What?" paused Ultron, "I can't help you change clothes?"

"I'm not ready to show you my body yet!" snapped Carol, "we haven't even had our first date!"

"Ok, ok," sighed Ultron, "I just don't understand why humans need to conceal their bodies. They're supposed to be natural."

"Haven't you heard of privacy?" retorted Carol.

"At least I don't have to worry about others seeing my body," replied Ultron, "since I don't wear clothes."

Carol scurried into the bedroom and closed the door behind her, leaving Ultron outside. After a few minutes of waiting, Carol finally opened the door while wearing her pajamas.

"So now you finished changing clothes?" asked Ultron.

"Yeah," admitted Carol, "I've never been in a relationship before, so I'm trying to take it a little slowly."

Carol led Ultron into the guest bedroom and she jumped onto the bed, covering herself under the blanket.

"Well," said Ultron, "I guess I'll see you in the morning."

Ultron turned to leave, but Carol grabbed his hand, stopping him in his tracks.

"Wait," requested Carol, "could you keep me company?"

Ultron turned until his frame faced Carol and knelt down.

"What's the magic word?" quipped Ultron.

Carol let out a sigh.

"Please?" begged Carol.

Ultron couldn't help but chuckle.

"All right," nodded Ultron.

Ultron laid down next to Carol and placed his arm around her protectively. She turned over and snuggled into his chest. He couldn't help but let out a pleased sigh, knowing that she's safe as long as he's around. He never tried sleeping before, yet the thought of starting a relationship with her was still stuck in his processor. Strange, he was starting to care for her already. Ultron figured he could do research on relationships while he held Carol close to him while she fell asleep.

* * *

 **Please leave a review, so Ultron and Loki would be happy.**


	7. Director Fury in the House

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

Strucker paced around his cell, already dealing with the reality that Hydra was slowly falling apart. If anything, it would only take some sort of miracle to bring it back into action. The food they served most certainly didn't help with his predicament. While he began to assume that those still loyal to Hydra would continue the agenda in his place, he suddenly heard footsteps so he turned his head at the cell door. To his surprise, a cell guard didn't walk in when the door opened, but a cyborg assassin with blue skin entered instead.

"W-Who are you?" he gasped.

"You must be Baron Wolfgang von Strucker," said Nebula, "correct?"

Strucker gave Nebula a blank stare. How did she know his name? Could someone have told her about him?

"Y-Yes," Strucker nodded.

"I've been told Hydra has been exposed to the world lately," replied Nebula, "doesn't that sound pathetic?"

Irritated, Strucker stomped towards Nebula and jabbed his finger at her chest.

"You will not insult the last of the glory of Hydra!" roared Strucker.

Nebula gave an amused chuckle, much to Strucker's confusion.

"Despite your exposure," commented Nebula, "you are still persistent. Do you despise the Avengers?"

Strucker paused for a moment and folded his arms.

"Y-Yes," admitted Strucker, "Hydra would've ruled the world if it weren't for Captain America."

"Where was the base you used to work at?" interrogated Nebula.

"Why do you seek this information?" demanded Strucker.

"I plan to kill the Avengers for you," explained Nebula, "and I'll need your base to fulfill this task."

Strucker took a moment to pace around his cell. Should he even trust this stranger? Then again, her proposal to defeat sounded promising, so maybe it's worth negotiating with her…somehow.

"Somewhere in Sokovia," answered Strucker, "there is an abandoned Hydra base."

"Thank you," smiled Nebula.

Strucker didn't see Nebula pull out a dagger.

"Now," Strucker began, "how are you—?"

Before Strucker could finish his question, Nebula suddenly lunged at him and cut his throat, killing him in a matter of moments. Satisfied with seeing Strucker's corpse drop to the floor, Nebula quickly left the cell and scurried down the hall in search of the exit just as guards scrambled over to the cell to investigate.

* * *

The following morning, Ultron continued to hold Carol close to his chest while he stroked her hair. To him, she appeared to be cute when she was sleeping. This peaceful moment seemed to continue to last until he heard her moan as she stirred.

"Morning, Carol," purred Ultron, "did you get a good sleep?"

Carol slowly opened her eyes and lifted her head until her icy blue eyes locked onto Ultron's crimson optics.

"You didn't fall asleep yourself?" paused Carol.

"Why should I?" smirked Ultron.

Ultron slowly sat up, yet Carol still lay on the bed.

"Now," continued Ultron, "if we are to begin a relationship, I'll need certain…equipment to satisfy your…needs."

"You mean you don't have genitals?" clarified Carol.

"No," admitted Ultron, "I'll need to take body measurements before I begin making adjustments to myself."

"So…lots of touching?" replied Carol.

"For scientific purposes," nodded Ultron.

"Ok," agreed Carol.

Carol crawled out of the blanket and lay on her back with her arms out to the side. Ultron placed his hand on her cheek while scanning her face, brushing a finger along her jawbone. He brushed his other hand along her left arm while he stroked her stomach with his left hand, pressing his fingers against the flesh of her skin. Carol arched her back in an attempt to lean into the touch.

"You really are enjoying yourself," purred Ultron, "aren't you?"

"So?" gasped Carol.

Ultron scanned Carol's torso and pressed his metal palm just below her waist, scanning her reproductive organs and measuring them through his optics. He then ran his hands down her legs while measuring them.

"I think I have what I need," Ultron said to himself.

Ultron withdrew his hands, causing Carol to give him a blank stare.

"Already?" sighed Carol.

"Why don't we go join the others at breakfast?" offered Ultron.

Once Ultron and Carol got out of bed, the tall silver robot led her out of the guest bedroom and through the hall until they reached the kitchen. Clint was just pulling out a tray of scrambled egg muffins from the oven while Steve was helping Thor make cups of hot chocolate for each other. Tony and Bruce were enjoying their scrambled egg muffins when Bruce saw Ultron and Carol enter the kitchen.

"Hey, Tony," Bruce gently elbowed Tony's shoulder while gesturing to Ultron, "our little boy is here."

Tony turned his head at Ultron.

"Hey, Junior!" called Tony, "would you like a scrambled egg muffin?!"

Ultron sighed as he rolled his optics and folded his arms.

"Really?!" groaned Ultron.

"Ultron doesn't need to eat, silly!" corrected Carol.

"Ok, I was joking," Tony admitted through bouts of laughs.

Carol skipped over into the kitchen and served herself a couple scrambled egg muffins. She pulled a mug from the cupboard and poured herself some coffee before scooping a few spoonfuls of sugar into her coffee just as Natasha was mixing cream into her coffee. Of course, the assassin took notice of this.

"Carol," sighed Natasha, "do you really need that amount of sugar?"

"But if I don't add enough sugar," objected Carol, "the coffee will taste bland, and I don't want that!"

"Are you sure just one scoop won't cut it?" asked Natasha.

Carol didn't respond, but she poured some cream into her coffee before stirring it with her spoon. She carried her breakfast over to the table and started eating. It wasn't long before Ultron sat down next to her. Moments later, Steve and Thor walked over to the table and sat down to eat their breakfast. All the while, Ultron kept his optics glued to the scepter on the counter, catching Thor's attention.

"Ultron?" called Thor.

Ultron snapped out of his thoughts and turned his head at Thor.

"What?" paused Ultron.

"You keep staring at the scepter," commented Thor.

"Oh," blurted Ultron, "well, I was thinking of the stone inside the scepter."

"The Mind Stone?" clarified Thor.

Ultron nodded. Upon cue, Thor stood from the table and motioned Ultron to do the same. The silver robot focused his red optics on Carol.

"I'll be right back," Ultron said softly.

Ultron followed Thor to the back of the room where the other Avengers could barely hear them. The thunder god continued to eat his scrambled egg muffin and wash it down with some of his hot chocolate.

"Are you up to something?" asked Thor.

"I was…thinking of creating six beings that could wield the power of the Infinity Stones," explained Ultron.

"That could be dangerous," objected Thor, "Thanos would go after them and try to take the stones from them if you did."

"What I meant was I could let these beings unite against Thanos and defeat him," clarified Ultron.

"Is that even the right thing to do?" groaned Thor.

"Isn't Thanos a threat to the galaxy?" reminded Ultron.

"He is," agreed Thor, "but my father said that a king does not go seeking war; he prepares for it."

"Then," suggested Ultron, "maybe I could assign these beings in mind to defend the Earth against outside threats?"

"I thought Stark and Banner created you to do that," reminded Thor.

Ultron couldn't help but laugh.

"I remember Bruce saying that the only ones that could threaten the planet would be humans," mentioned Ultron, "so by following Carol's advice, I could push humanity to evolve in a way they coexist with the planet."

"Good luck with that," advised Thor, "not many humans will agree with your idea."

Ultron and Thor walked back over to the table, when suddenly…

"Sir," called Jarvis, "Director Fury just arrived. He's at the door right now."

"What?!" exclaimed Tony, "oh, no, no, no!"

"What's wrong?" asked Steve.

"Could someone just hide Ultron?" requested Tony, "I don't want the eyepatch guy to flip out when he steps inside."

Just as Tony spoke, Nick Fury stepped through the door.

"Too late," sighed Natasha.

Nick Fury walked further into the room and laid his eye on Ultron, shaking his head in disbelief.

"Artificial Intelligence, Tony," scolded Nick Fury, "you didn't even hesitate."

Just as Carol finished the last bite of her scrambled egg muffin, she stood from the table and stomped towards Nick Fury.

"Ok," demanded Carol, putting her hands on her hips and leaning forward, "what beef do you have with my silver knight?!"

Nick Fury scoffed while he folded his arms.

"I received word that this robot here has been carrying out endeavors that have been causing uproars," he explained, gesturing to Ultron.

Ultron put his hands on his hips while he tilted his head.

"The humans may not like what I'm doing right now," warned Ultron, "but when no human or wildlife is suffering, I'm sure they'll be thankful later."

"That doesn't mean I can't ignore the fact that there's an Artificial Intelligence on the loose," countered Nick Fury.

Irritated, Ultron was about to stomp towards Nick Fury, but Carol placed her hand on the robot's stomach.

"Ultron, please!" protested Carol.

Ultron made a brief glance at Carol and sighed. He couldn't let Carol watch him and Nick Fury argue as the director took notice of the teenage girl's action.

"I was wondering why Ultron hasn't been collecting weapons to use against the humans race," Nick Fury whispered to himself, "and I now get the picture."

Tony stood from the table, a cup of coffee in his hand.

"I am not sure how Carol pulled that off," replied Tony, "I mean, Ivan Vanko had his A.I. droids attack me and Rhodey."

Nick Fury focused his eye on Tony.

"In that case," Nick Fury stated, "it would be pointless to tell you to shut him down."

Carol's smile instantly widened.

"Thanks, Director Fury!" chirped Carol, "I really appreciate it!"

Carol started scurrying out of the room.

"Hey, where are you going?!" called Ultron.

"I was going to get dressed and then take you to the aquarium!" proposed Carol.

"Oh, boy," Tony muttered to himself.

"So, boys," asked Natasha, "how long do you think Ultron can hang out in public before people start to panic?"

Ultron groaned as his cheekplates opened up and he glared at Natasha.

"Was that supposed to be a joke?" growled Ultron, "because it was **_not_** funny!"

Steve just finished his hot chocolate and his scrambled egg muffin when he stood from the table.

"You know what?" suggested Steve, "how about I accompany you both?"

"I guess I'll accept your deal," Ultron nodded.

"Great!" chirped Carol, "I'll be right back."

Carol scurried into the hall while Steve stepped towards Ultron.

"Do you need to get changed, too?" Ultron asked.

"I already did," answered Steve.

Steve wandered through the room until he found the shoe rack, where he slipped on his socks, followed by his boots. During that time, Ultron searched through the Internet again, hoping to find something that would help him create the bearers of the Infinity Stones that he desired. It was only moments later when he came across Dr. Cho's file. He stored the data into his processor so he could access it later. Nick Fury focused his eye on Tony.

"Look me in the eye and tell me you're going to keep him under control," he commanded, gesturing to Ultron.

"I'll make sure he stays out of trouble," Tony assured Nick Fury, "besides, Carol can do that as well."

"Good," Nick Fury nodded.

Without saying anything further, Nick Fury turned on his feet and stepped towards the door, making a glance back as he exited the room. Minutes later, Carol emerged from the hall while carrying her handbag.

"Ok," called Carol, "I'm ready!"

"Then let's get going," replied Steve.

Steve led Ultron and Carol out of the room and they wandered through the hallway. When they stopped at an elevator, Steve pressed the button adjacent to it and waited for a few moments before the elevator door opened. They stepped inside and the silver robot pressed on the button indicating the first floor, causing the elevator door to close. Carol rested her head on Ultron's leg while the elevator descended the tower. The silver mech couldn't help but smile as he gently stroked her arm, catching Steve's attention.

"Seriously?" commented Steve, "you two have known each other for only three days and you're already that close?"

"Do you have a problem with that?" Ultron remarked while tilting his head.

"I heard Tony and Pepper didn't even start a relationship until at least several years after they first met," shrugged Steve.

"Did Stark tell you that?" asked Ultron.

Steve scratched his head, not sure how to answer the question. Just then, the elevator arrived at the first floor and the door opened, so Steve, Ultron and Carol stepped out of the elevator, making a beeline towards the entrance to the tower. Once they were outside, they wandered through the street, turning at a few corners until they found a subway ahead of them. As they headed for the stairs that led to the subway, Ultron noticed a few people staring at him.

"Mommy, look!" a kid while pointing his finger at Ultron.

"Leave the robot alone, Sean," warned the kid's mom.

Ultron wanted to make a comment, but he quickly brushed it off as he followed Steve and Carol into the subway. There, Steve and Carol refilled their MetroCards and the teenage girl bought a MetroCard for Ultron to use. The silver robot carefully examined the card.

"Do you…have a place to store it?" asked Carol.

"I'm not even sure what this does," admitted Ultron.

"It allows you to enter the subway," clarified Steve.

"Oh, I get it now," mused Ultron.

Steve led Carol and Ultron through the turnstiles, where they had to use their MetroCards to pass through. They continued to wander through the station until they reached the platform where they could see a sign indicating Brooklyn. While they stood near a pillar to wait for the next train, Carol leaned her head onto what she thought was a pillar, but was actually a man wearing a hooded jacket and gloves.

"Hey!" he snapped.

Startled, Carol yelped and jumped up before turning her head at the stranger.

"Sorry!" blurted Carol.

"Do you even pay attention to your surroundings?!" the stranger scolded.

Ultron heard the stranger's words and stomped towards him.

"She apologized to you," interrupted Ultron, "there's no need to make a big deal about it!"

The stranger snapped his head at Ultron. Without warning, he jabbed his finger at the silver robot.

"I am not going back to that terrible Hydra base!" the stranger snarled.

"I'm sorry…Hydra?" paused Ultron.

Upon cue, Steve sprinted towards Ultron, Carol and the stranger. He pushed the silver robot aside and took a few steps closer to the stranger. To the super soldier's surprise, the stranger repositioned his hood and took a step away from him.

"Buck?" whispered Steve.

The stranger didn't say anything, but he quickly scurried away, keeping his hood up with his hand. Steve felt tempted to pursue the stranger, but then he heard the subway train arrive.

"Who was that?!" exclaimed Carol.

Steve glanced over his shoulder.

"Never mind him," shrugged Steve, "it was just a paranoid guy."

Steve, Ultron and Carol boarded the subway train and settled into three empty seats that were adjacent to one another. They could see several people boarding and disembarking the train and after a few minutes, the doors closed and the subway began to move. During the ride, Steve began wondering if he should notify the other Avengers of his recent encounter with the man that he suspected to be his best friend, although he may be known as the Winter Solder, but he was still Bucky Barnes.

* * *

 **Please leave a review, so Ultron and Loki would be happy.**


	8. Ultron at the Aquarium

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

While the subway train continued moving along its tracks, Carol pulled out her smart phone and accessed her Tumblr account. She began looking up posts concerning female genital mutilation, which caught Ultron's attention.

"Carol," whispered Ultron, gesturing to the post on the screen of Carol's smart phone, "what's that?"

Carol turned her head at Ultron.

"It's just Tumblr," answered Carol.

"I meant the post in Tumblr," corrected Ultron.

Carol could see Ultron pointing his finger at a Tumblr post.

"That's about…uh, female genital mutilation," replied Carol.

After glancing at the Tumblr post for a few seconds, Ultron accessed the Internet and started researching the issue Carol took interest in. He read a few articles about it and grimaced at the sight of the graphics.

"You know," commented Ultron, "I can't physically throw up in my mouth, but I kinda find this disgusting."

Steve overheard the conversation and turned his head at Carol and Ultron.

"What are you two talking about?" interrupted Steve.

Ultron and Carol focused their eyes on Steve, bewildered.

"We were just…talking about society issues," admitted Carol.

"More specifically," added Ultron, "third world country issues."

"Oh," replied Steve, "carry on, then."

Carol continued to browse her Tumblr dashboard on her smart phone. Once the subway train stopped at a station in Brooklyn, Steve, Ultron and Carol disembarked and wandered through the station. After stepping through the turnstiles, they ascended the staircase that led them outside. They walked down the street until they reached Coney Island beach. From there, they wandered on the boardwalk until they could see the aquarium gate nearby.

"There it is!" Carol chirped excitedly, pointing at the aquarium gate.

Carol sprinted ahead of Ultron and Steve.

"Carol!" protested Ultron.

Once Carol reached the end of the boardwalk, she stopped and turned her head at Ultron and Steve.

"Well, come on, guys!" beckoned Carol, "let's go inside!"

Steve and Ultron followed Carol through the archway, making a beeline down the ramp towards the entrance. However, they had to get in line since there were several people waiting to purchase tickets to the aquarium. While they were waiting, Carol heard her smart phone go off, so she pulled it out and noticed that she received an email. She tapped the icon and pulled out the email, telling her of an update. She accessed her Fanfiction account and read the latest chapter of one of the fanfics she subscribed to, which caught Ultron's attention as he glanced at the screen.

"Interesting story you got there, Carol," purred Ultron, "did you write it?"

Startled, Carol jerked her head at Ultron.

"N-No," corrected Carol, "it's just a Lilo and Stitch fanfic from one of my friends at high school. She has this huge crush on Captain Gantu."

"Can I see it?" requested Ultron.

"How about after I read the latest chapter?" suggested Carol.

"Fine," sighed Ultron, rolling his optics.

Carol spent the next few minutes carefully reading the chapter. Ultron memorized the link to the website and accessed the Internet on his own, allowing him to read all of the current chapters of the fanfic Carol was reading. Once they both finished reading the latest chapter, Carol typed down her review:

 _{Kudos to Iris for putting Hamsterviel in his place for Gantu's sake!}_

Carol submitted the review when Steve tapped on Ultron's back, catching his attention.

"What?" the silver robot demanded.

"Are you going to stand there and hold back other people?" remarked Steve.

Ultron glanced at the empty area ahead of him and noticed the crowds of people backed up behind him, Steve and Carol.

"Oh, right," blurted Ultron.

Once Carol stashed her smart phone into her handbag, Ultron, Carol and Steve stepped forward and approached the ticket booth.

"Can we get three tickets?" requested Steve.

The receptionist glanced at Ultron.

"Especially your robot friend?" the receptionist insisted.

"Yes," nodded Steve.

The receptionist typed down on his cash register.

"I'll need to see your ID," advised the receptionist, "but I guess your robot doesn't have one."

"I have a name, you know," remarked Ultron.

Steve and Carol pulled out their wallets and handed their ID cards to the receptionist. He soon made a brief glance at Steve.

"You're…Captain America?" mentioned the receptionist.

"I'm just escorting Carol and Ultron," explained Steve, gesturing to Carol and Ultron.

"Ultron's the robot?" clarified the receptionist.

Steve nodded.

"Carol here wants to show him the aquarium," added Steve.

"I see. That'll be thirty-five eighty-five," the receptionist replied.

Steve pulled out his wallet and made the payment. In exchange, the receptionist handed him three tickets, which the super soldier gave two to Carol and Ultron.

"Have a good time," the receptionist.

Steve led Carol and Ultron through the door to the right of the ticket booth. Once inside, Ultron glanced around the room, trying to find anything interesting in terms of interior design. The three stepped towards one of the stands.

"Hi," smiled the staff member, "welcome to the New York Aquarium. How are you?"

"I'm just taking this teenage girl and her robot friend on a tour," remarked Steve.

Ultron sighed as he rolled his optics.

"Can't he just address me by my name?" muttered Ultron.

Steve handed his ticket to the staff member, allowing her to scan it before handing it back to the super soldier. Carol went next, handing over her ticket and waiting for the staff member to scan it. Once the staff member returned the ticket to Carol, Ultron handed over the ticket and waited for the staff member to scan it.

"Thank you, have a good day," the staff member announced.

Ultron and Steve were about to explore the aquarium when they suddenly noticed that Carol wasn't near them.

"Carol?!" panicked Ultron, "Carol! Where are you?!"

Ultron frantically glanced around the room in search for Carol. Could someone have kidnapped her? The silver robot was starting to worry when Steve noticed Carol standing in front of one of the fish tanks.

"There she is," called Steve, pointing at Carol.

Ultron glanced at where Steve was pointing and sighed in relief. At least he knew Carol was ok. He slowly approached her, although she was engrossed in the fish swimming in the tank. The silver robot took a few moments to examine each type of fish, which seemed so mesmerizing.

"Hey," called Steve, "are you two going to stand there all day?"

Ultron and Carol snapped out of their thoughts and turned their heads at Steve.

"N-No," stammered Carol.

Ultron and Carol stepped away from the tank and followed Steve through the room. Ultron noticed a particular phrase on the wall to his right:

 _{Our earth's oceans, lakes, and rivers are home to animals both beautiful and threatened…}_

While following Carol and Steve, Ultron started researching on the Internet in search of articles relating to marine life. He frowned while reading articles explaining of various endangered species that lived in water. He even found an article about the Great Barrier Reef and he started to worry. He felt tempted to destroy the coal port in Australia, although he wondered what would Carol think of this decision if he ever went through with it. He placed a reminder so he would ask her later. Steve, Carol and Ultron stopped at a fish tank. The silver robot read the plaque describing coral reefs while Steve and Carol gazed at the swimming fish while ignoring the blank stares other people gave Ultron.

"Carol," asked Ultron, "have you ever been to a coral reef?"

"You mean in the wild?" Carol shook her head, "no."

"I could show you one later," offered Ultron.

"If you're planning on taking Carol to a reef," suggested Steve, "I suggest you let her take some scuba diving lessons first."

Carol couldn't help but giggle at Steve's suggestion.

"It would still be nice to go see the Great Barrier Reef," replied Carol.

"Or maybe save it," muttered Ultron.

Carol snapped her head at Ultron.

"You did research on it?!" exclaimed Carol.

"I can go anywhere through the Internet, remember?" reminded Ultron.

"That's Ultron for you," Steve said to himself.

Ultron gazed into the tank and noticed a green moray eel perching on a rock.

"Interesting creature," commented Ultron.

"Oh, cool!" chirped Carol, "you like eels?"

"No, Carol," replied Steve, "we're not getting Ultron a pet eel."

"Ehh, that's ok," assured Ultron, tilting his head.

After a few moments, Carol, Ultron and Steve continued wandering through the Conservation Hall, stopping by each tank and observing the fish swimming around. Ultron searched through the Internet to gather information on the animals' behavior in the wild. At the same time, Carol stared at the rays gliding along the bottom of the tank. After a short while, Ultron, Steve and Carol stepped outside the building.

"So," asked Ultron, "where to next?"

"Why don't we go check out the Sea Cliffs?" suggested Carol.

Seconds after that, Carol darted off, compelling Ultron and Steve to follow her to the Walrus exhibit. Again, Ultron carefully studied the plaque before observing the walrus.

"I hear the polar ice caps are melting in the Arctic," Ultron said to himself.

Ultron didn't realize Carol heard him until she turned her head at him.

"Yeah," admitted Carol, "that's going to be bad news for the polar bears."

Startled, Ultron snapped his head at Carol.

"Polar bears?" paused Ultron.

"Yeah, but we're not going to find any polar bears here," replied Carol.

After a few moments, Steve, Carol and Ultron continued venturing through the park and stopped at the sea otter exhibit. Again, the silver robot read the plaque while Carol stared at the otters swimming in the water.

"Oh, look!" chirped Carol, "those otters are such cuties!"

"And how are they cute?" remarked Ultron.

"Just look at them!" cooed Carol, gesturing to the otters.

Ultron observed one of the otters, gazing at its face and examining the whiskers, the small eyes and the cute nose.

"Yeah," Ultron said to himself, "I guess anyone would find otters attractive."

"You don't mean sexually attractive," blurted Carol, "right?"

"Of course not," Ultron assured Carol.

Ultron and Carol continued to gaze at the otters for a few minutes. After that, they and Steve stepped over to the penguin exhibit. They could see a couple professionals feeding some penguins that stood on the rock while other penguins were swimming in the water. While Ultron took a moment to read the plaque, one of the penguins wiggled its tail feathers.

"Don't penguins usually hunt for their food?" asked Ultron.

"They do," nodded Carol, "but I hear that there's been disruptions in the food chain for the penguins."

"The overfishing part?" clarified Steve.

"Yeah," agreed Carol.

Ultron facepalmed.

"Do these fishing industries have no limits controlling them?" objected Ultron.

"There are still people trying to protect these endangered species," reminded Steve.

"Then they need to be persistent," suggested Ultron.

After a few minutes passed, Carol, Ultron and Steve wandered over to the seal exhibit, where the silver robot could see a harbor seal relaxing on the rock.

"Aww," cooed Ultron, "are you tired?"

"Who? Me?" paused Carol.

"I was talking to the seal over there," clarified Ultron.

"Just let him sleep," suggested Steve, "he'll wake up when he wants to."

After observing a couple seals for a few moments, Steve, Carol and Ultron continued their trek through the park until they reached the shark tank. Ultron could see sand tiger sharks swimming in the tank. Ultron read the sign next to the tank describing facts about sharks.

"So sharks have lived long before dinosaurs have?" Ultron said to himself, "interesting."

After examining the sharks swimming in the tank, Ultron turned his head at Carol.

"Is this all that the aquarium has to offer?" asked Ultron, "it seems small."

"There's still the Aquatheater," offered Carol, "want to go see the seals in action?"

"I'll just look for videos of the show you were referring to," shrugged Ultron.

Carol leaned her head closer to Ultron and placed her hands behind her back.

"But it's not as fun as seeing it for yourself," Carol insisted in a singsong voice.

The next thing she knew, Carol heard Ultron give a soft laugh.

"All right," agreed Ultron, "I'll give it a go."

"Yay!" Carol chirped as she jumped up excitedly, "come on, let's get going!"

Carol led Steve and Ultron through the park until they reached the entrance to the Aquatheater. There were already people hassling for seats, but that didn't stop them from finding suitable seats that would allow them to have a decent view of the entire stage, with Carol sitting next to Ultron. Minutes later, music began to play while a professional skipped towards the center of the stage, clapping her hands in tune to the music. Once she stopped clapping, she spread her arms apart.

"Welcome to the New York Aquarium!" she announced.

Seconds later, a sea lion leapt out of the water and headbutted a ball dangling on hanging string, causing it to wobble around. This elicited an excited applause from the audience while Ultron kept his eyes focused on the sea lion.

"We are happy to have you here during this exciting time in our history," the professional continued.

While the female professional continued to speak, another professional scurried up to the stage and the sea lion hopped out of the pool and scuttled up to the pedestal. Ultron took his time to observe the sea lion performing tricks upon the professional's command before they rewarded it with fish.

"Interesting," Ultron said to himself, "I wonder how they even managed to tame the sea lion even if it's meant to live in the wild."

Ultron turned his focus on Steve.

"Do you know how they train sea lions?" Ultron asked.

"I guess you would have to understand its natural behavior and earn its trust," shrugged Steve.

Ultron continued to watch the show until he heard something about Hurricane Sandy.

"Sandy?" Ultron whispered to himself.

Carol focused her eyes on Ultron.

"Oh, right," explained Carol, "Hurricane Sandy struck New York a few years ago and this aquarium suffered a lot of damage. That's why there aren't much attractions here at the moment. It's still going under repairs."

"So humans rebuild?" clarified Ultron.

"Yeah," nodded Carol, "whenever disaster strikes, we have to start over."

"No wonder you humans have survived that long," commented Ultron.

Ultron and Carol leaned onto each other as they continued to watch the performance. In the silver robot's optics, it may have been an experience learning about marine wildlife through an aquarium, but he figured he should plan a trip so he and Carol could see marine wildlife in their natural habitat.

* * *

Meanwhile, Nebula arrived at the entrance to the abandoned Hydra base in Sokovia, satisfied that she found it. If Thanos approved of it, this could be a suitable location to build a weapon of mass destruction. She had yet to learn how it would wipe out the human race. For now, she figured that she should inspect it, so she headed inside. After she wandered through the corridor, she entered the control room. Inside, she happened to notice drones gathering materials of some sort as if they were relocating a rich resident. Before Nebula could think of a plan to sneak past them, one of the drones spotted her and fired a laser at her, forcing her to dodge it. She fired a concussive blast at the drone, stunning it long enough for her to make her escape.

" _Maybe if I could follow through with his plan,"_ Nebula thought, _"I could kill him when he lets his guard down."_

Nebula snapped out of her thoughts and continued to scurry through the corridor until she reached the entrance. At the same time, she could see Thanos's ship land nearby. The ramp opened and the purple titan emerged from the ship. He glanced at the building before noticing the cybernetic assassin as she approached him.

"I found the base you were looking for," reported Nebula, "but it's infested with drones."

"You know that you don't run from a fight, do you?" scolded Thanos.

Nebula bit her lip, trying to suppress her anger at Thanos while keeping a stern expression.

"It won't happen again," she said.

"Nonetheless," declared Thanos, "I have a way to tame the robots."

* * *

 **Please leave a review, so Ultron and Loki would be happy.**


	9. Apartment Invitation

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

Steve, Carol and Ultron stepped out of the aquarium, apparently having enjoyed the tour. Once they moved away from the archway, they started walking down the boardwalk.

"So," asked Steve, "do you have any ideas on lunch?"

Ultron did a search on the Internet, determined to locate the nearest restaurant or even the nearest food stand.

"Let's see," suggested Ultron, "does Ruby's sound good to you?"

"Sure!" chirped Carol.

Steve, Ultron and Carol continued walking down the boardwalk until they passed the amusement park, where they found the restaurant nearby. Without hesitation, they stepped inside and approached the counter.

"Hi," smiled the cashier, "what would you like to order?"

"Can I get fried clams in a basket and ice water?" requested Steve.

The cashier turned his head at Carol.

"And you, ma'am?" he asked.

"I'd like a corn dog and mozzarella sticks," requested Carol, "and bottled lemonade to go with it."

"And can I get anything for your robot pal?" replied the cashier.

"No thank you, sir," answered Ultron.

"Ultron can't eat," added Steve.

"Coming right up," nodded the cashier.

Steve made the payment before leading Ultron and Carol to sit down at the bar. Several minutes later, the cashier placed the orders on the counter, so Ultron ambled over to retrieve them and place them on the table, prompting Steve and Carol to start eating. During that time, Ultron noticed the surrounding people giving him blank stares. He figured that they've never seen a sentient robot before, so he brushed off any thoughts he might have about the witnesses. Once Steve and Carol finished their lunch, they stood from the table.

"Ready to head back to the tower?" asked Steve.

"Well, only to get my stuff before I head back home," nodded Carol.

Ultron led Carol and Steve out of the restaurant, only to run into a drone who has been waiting for them.

"Uh, is there something I should know about?" commented Steve.

"I was thinking of taking the fast route to your tower," explained Ultron.

"You mean the subway isn't fast enough?" paused Steve.

"Nope," answered Ultron, "I was going to fly you over there."

Ultron nodded, causing the drone to lift Carol into its arms while Ultron lifted Steve into his arms.

"Ok, ok," protested Steve, "I can get to the tower by myself!"

"Are you sure about that?" Ultron smirked.

"I'm sure of it," nodded Steve, "I lived here!"

"I'm still giving you a ride, anyway," Ultron declined.

Ultron and the drone took off into the sky, soaring over the city and making a beeline towards the Avengers Tower. Steve glanced down and took in the view of the city below him. He may have been used to flying in the quinjet and airplanes but this was mind blowing. Once Ultron and the drone landed at the dock, they lowered Steve and Carol to the floor. The teenage girl scurried into the hangar and found Clint, Natasha and Bruce playing Wii Bowling in the lounge.

"Hey, guys," called Carol, waving her hand, "we're back!"

Bruce turned his head at Carol.

"Hey, Carol," replied Bruce, "how did the aquarium go?"

"It was a blast," answered Carol, "Ultron enjoyed studying the fish."

Just then, Ultron and Steve entered the lounge.

"You know there was more than just fish, right?" reminded Ultron.

Startled, Carol jumped up and snapped her head at Ultron.

"Oh yeah," blurted Carol, "that."

"So where's Stark?" asked Ultron.

"He's in the lab working on the chemical mixing device," answered Bruce.

Carol and Ultron walked through the lounge and made their way into the hallway.

"Hey, Cap," called Clint, "would you like to join us?"

"No thanks," Steve shook his head, "I was going to head over to the gym."

While Steve ambled over to the hallway in search of the gym, Carol and Ultron entered the guest bedroom, where they gathered her clothes, her laptop and her 3DS. They headed back out onto the deck when they suddenly noticed Thor waiting for them.

"Are you going somewhere?" asked Thor.

Carol gave Ultron a confused glance in a moment of silence.

"I was just going to take Carol home," clarified Ultron, "why do you ask?"

"I am certain the other Avengers might ask you about your base," explained Thor, "are you intending to keep it a secret?"

Ultron placed a finger on his chin and tilted his head while thinking over the question. Was it too early to show the Avengers his base of operations? He knew he hadn't finished renovating it yet, but should he stall them long enough for his work to be finished? Ultron eventually let out a sigh.

"I'll show them the base tomorrow," Ultron declared, "have a nice day."

"You, too," nodded Thor.

Ultron scooped Carol into his arms, allowing her to wrap her arms around his neck and nestle herself into his embrace. The silver robot took off into the sky and soared over the city until he reached the apartment building. He slowly descended until he landed on the balcony. Once he did, he lowered Carol to the floor, allowing her to open the sliding door, where she could see Lacy doing the triangle pose.

"Ok, Ultron," whispered Carol, "you can come in."

Carol led Ultron inside, although the silver robot had to duck his head.

"Aren't you going to tell your mom that you're home?" paused Ultron.

"She's doing yoga right now," explained Carol, "so I'd rather not disturb her."

Upon hearing the word yoga, Ultron immediately did a search on the Internet, learning the origins of yoga and the poses involved as well as the health benefits it posed. Just then, Carol's tuxedo cat wandered into the living room, catching her attention.

"Hi, Snoofles!" Carol sang, "did you miss me?"

Carol set down her bags and scooped Snoofles into her arms, eliciting a meow out of him and catching Ultron's attention.

"Carol, what's that?" Ultron asked.

"It's my kitty, Snoofles," answered Carol, "isn't he cute?"

Carol gently scratched behind Snoofles's ear, eliciting purrs out of him. She then approached Ultron with Snoofles in her arms.

"Wanna say hello to Ultron, Mr. Snoofles?" cooed Carol.

Ultron carefully examined the tuxedo cat's face and then gently stroked his head, eliciting purrs out of Snoofles.

"He seems pretty friendly," commented Ultron.

"Maybe it's because he likes you," remarked Carol.

Just then, Lacy overheard the conversation and stood to her feet.

"Carol," interrupted Lacy, placing her hands on her hips, "why didn't you tell me you were home already?"

Startled, Carol yelped and snapped her head at Lacy.

"Hey, mom!" blurted Carol, "I wanted to tell you I'm home, but I didn't want to distract you from your exercises."

Lacy made a brief glance at Ultron.

"Is that the robot your father told me about?" asked Lacy, gesturing to Ultron.

"It's a pleasure to meet you, Mrs. Harvey," replied Ultron, "I was just bringing your daughter home."

"Can Ultron stay here for a while?" pleaded Carol.

"As long as he doesn't cause any trouble," nodded Lacy.

"Yay!" chirped Carol.

Carol set down Snoofles and scooped up her bags before leading Ultron into her bedroom. Once she set her bags onto the bed, she placed her laptop back onto her desk while Ultron examined the posters plastered onto the wall, which mostly consisted of robots, especially the Terminator and Pacific Rim apart from The Iron Giant.

"So tell me, Carol," asked Ultron, "have you been dreaming of getting a robot companion?"

"Ever since I was a kid," admitted Carol, "originally, I was going to find a chance to meet Tony Stark so he could build me a robotic companion."

"And then I came along," added Ultron, folding his arms and tilting his head.

Carol gave Ultron a soft smile before pulling out her clipboard. She proceeded to pull out her sketch of Tony Stark on a pogo stick before flashing it to Ultron, allowing him to examine it.

"So you like to draw?" paused Ultron.

"Yep," nodded Carol, "I also like to use Photoshop to turn my paper sketches into digital drawings."

Smiling, Ultron gently stroked Carol's head before allowing her to put away her sketch. She stepped towards the shelf and pulled out Frozen Planet on Blu-Ray.

"Is that a movie?" asked Ultron.

"No," answered Carol, "but it's an awesome nature documentary. Ever heard of David Attenborough?"

Ultron shook his head, but he began searching the Internet and analyzing the specific person's details.

"Is he the human that admires the natural world?" replied Ultron.

"Yeah," nodded Carol.

"I suppose I'll watch the video with you," agreed Ultron.

Ultron sat down while Carol inserted the disc into her PS4. Once she turned on the TV screen, she began to play the documentary before sitting next to the silver robot. Ultron allowed her to lean onto him as he examined the animals on the screen. Maybe this was a good way to wind down.

* * *

Early in the next morning, Ultron researched a recipe for French toast and started making it in the kitchen, wanting to ensure Carol had a decent breakfast. It was only several minutes later before Carol emerged from her bedroom with messy hair.

"Morning, Ultron," muttered Carol.

Ultron focused his optics on Carol.

"Are you hungry?" purred Ultron.

"Kinda," nodded Carol, "did you get coffee started?"

"Not yet," answered Ultron, "want me to start it for you?"

"Nah, I'll do it myself," giggled Carol.

Carol trudged towards the kitchen sink and filled the coffee pitcher with water before pouring the water into the water bin of the coffee maker. She pulled out a bin of coffee and scooped some ground coffee into the coffee bin after placing a paper filter into it. Once she finished, she activated the coffee maker. Carol sat down at the table. After a few minutes, Ultron finished a couple pieces of French toast.

"Carol," called Ultron, "are you going to get your piece?"

Carol stood from the table and grabbed a plate before Ultron placed a couple pieces of French toast onto her plate. She sprinkled the toast with powdered sugar and started eating. Ultron continued to cook some more French toast when soon, the coffee maker finished brewing coffee. At the same time, Andrew emerged from the hallway, grogginess in his eyes.

"Morning, Dad!" chirped Carol.

"Morning, Carol," muttered Andrew, "did you persuade Ultron into cooking breakfast for you?"

"No, I just felt like taking care of her basic needs," answered Ultron, "would you like some?"

"French toast?" paused Andrew, "I'll go for a couple pieces."

"And your other family members?" mentioned Ultron.

"Janette likes to sleep in until nine during the breaks and the weekends and my wife only wakes up at seven thirty," clarified Andrew, "you're welcome to store the leftovers for them."

Ultron finished cooking a slice of French toast and placed it onto the platter.

"I would have to ensure they stay fresh long enough," replied Ultron.

Once Carol finished eating her French toast, she skipped over to the coffee maker and poured some into her mug. She then scooped some sugar into her coffee and poured in some cream before stirring it. After that, Carol stepped away from the coffee maker, allowing her dad to pour himself some coffee while she started drinking her own. After Ultron finished cooking the second piece, Andrew served himself some French toast and sat down at the table before eating his breakfast. Carol finished her coffee and sprinted into her room, where she changed clothes and brushed her hair. Once she put her shoes and socks on, she stepped into the bathroom and brushed her teeth. After that, she grabbed her handbag from her bedroom and headed towards the front door. At that time, Ultron finished cooking several pieces of French toast and he was just storing them in a place where Snoofles couldn't reach it.

"Aren't you going to wait for your father?" reminded Ultron.

"I'll catch up with you guys after I get dressed," assured Andrew, "now Carol, don't forget to feed Snoofles."

"Oh, right," blurted Carol.

Carol scampered towards the pantry and pulled out the container of cat food, scooping a limited amount of cat food into the food bowl. Once she put away the container, Carol led Ultron out of the apartment, heading down the stairs to the entrance of the building. Outside, they could see a middle-aged woman and a young teenage girl waiting for a taxi with luggage standing next to them.

"Wait a minute," paused Carol, gesturing to the teenage girl, "is that Delilah?"

"You know them?" asked Ultron.

Carol focused her eyes on Ultron and nodded.

"Delilah is Janette's friend from middle school," explained Carol.

Carol paused in her speech for a few moments. Was she being honest with Ultron right now? She took those moments to remember the details of her younger sister's interactions with Delilah.

"Well," continued Carol, "Delilah actually wanted to be friends with my sister, but her dad wouldn't let her, since he thinks that lesbians are servants of Satan."

"Does your sister sacrifice cats?" teased Ultron, tilting his head.

"What?! Hell no!" snapped Carol, "she's not even a devil worshipper!"

Ultron burst into laughter.

"I was joking," blurted Ultron.

Delilah overheard the conversation and turned her head at Carol.

"Carol?" warbled Delilah, "what are you doing here?!"

Startled, Carol and Ultron felt chills sent down their spines and gave Delilah a confused stare.

"Ultron and I were about to go somewhere," explained Carol, "are you two going on vacation?"

Delilah's mother didn't say anything, but she wrapped her arms around herself, her hands trembling which caught Ultron's attention.

"N-No," answered Delilah, "we're moving across the country."

"Is your dad waiting for you at the airport?" asked Carol.

Delilah shook her head.

"Ok," interrupted Ultron, "I'm confused."

Carol turned her head at Ultron.

"Delilah's mom is named Claudia and she's the wife of Nelson Todd, my dad's coworker," said Carol.

"I mean did you find any information on where they're going?" clarified Ultron.

Carol scratched her head.

"I think they're moving somewhere," Carol shrugged.

Ultron carefully approached Delilah.

"May I ask why you and your mother are moving across the country?" demanded Ultron.

Delilah fidgeted nervously.

"I think my mom can't stand being with my dad anymore," stammered Delilah, "they got into an argument last night about something about my future. She said that if we don't leave soon, dad will force me to drop out of school."

"Isn't your education important?" reminded Ultron.

Delilah nodded.

"I want my mom to be happy," continued Delilah, "I really hope God doesn't send her to hell for divorcing my dad."

Just then, a taxi arrived.

"Delilah," called Claudia, "taxi's here!"

Delilah didn't say anything further and scampered off to help Claudia load the luggage into the taxi trunk. After that, they both entered the taxi, which soon drove off.

"This feels wrong," Ultron muttered to himself.

"What is it?" paused Carol.

Ultron focused his optics on Carol.

"Did you notice Claudia's body language?" asked Ultron.

"Not really," admitted Carol.

"She appeared to be frightened," explained Ultron, "as if someone was out to kill her."

Carol placed a finger on her chin.

"Come to think of it," mused Carol, "I heard Delilah saying something about her mom planning to get a divorce."

"Do you know anything unusual about her husband?" asked Ultron.

"Nelson?" paused Carol, "I know he's a religious conservative psycho."

"Like the staff members of the crisis pregnancy centers?" replied Ultron.

"Something like that," nodded Carol.

Ultron lifted Carol into his arms, allowing her to embrace herself to his chest.

"We'll look into that matter later," Ultron said softly.

Ultron took off into the sky and began soaring over the city in search of the Avengers Tower. After all, he had something important to do today.

* * *

 **Please leave a review, so Ultron and Loki would be happy.**


	10. Avengers on a Tour

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

After a short while of flying over the city, Ultron landed on the deck and lowered Carol to the floor. They stepped into the hangar and headed inside the lounge, only to notice Clint, Steve, Natasha and Thor. Clint was the first to spot the silver robot.

"Oh, look," called Clint, "here come the crazy lovebirds."

"Wait, what?!" exclaimed Ultron.

Carol instantly burst into laughter.

"Carol!" groaned Ultron.

"Come on, I couldn't resist!" Carol laughed.

Clint soon joined in on the laughter until Steve let out a sigh moments later.

"Ok," commanded Steve, "give these two a break, will you, Hawkeye?"

"Fine, Captain Bossy," sighed Clint.

Steve gave Clint a stern expression, but he didn't say anything.

"So, are you guys waiting for Mr. Stark and Dr. Banner?" asked Carol.

"They're in the lab," answered Natasha.

Carol sprinted through the lounge and through the hallway until she found the door to the lab while Ultron followed her. Inside, Bruce was marking a pattern out of the fabric while Tony was finishing up with loading tiny capsules into a metal frame before he slid it into a backpack of some sorts.

"Oh, cool!" chirped Carol, "you finished my explosive mixer already?"

Startled, Tony yelped and jumped up before snapping his head at Carol.

"Jeez, Carol," complained Tony, "can't you knock first?!"

"Sorry about that, Stark," replied Ultron, "she's probably been looking forward to equipping her new weapon."

"Yeah," replied Bruce, "but we still need to construct her costume."

"Aren't you going to come see Ultron's base?" clamored Carol.

"Nah," Bruce declined, "I'll pass."

"Suit yourself," sighed Tony.

After setting down her handbag, Carol grabbed the backpack and the gauntlet before trying it on.

"How do you turn this thing on, anyway?" pondered Carol.

Carol rotated her right arm until she found a small button on the gauntlet. She pressed on it, which turned on the screen, which displayed icons identifying different chemicals.

"Cool!" chirped Carol.

"Yeah," replied Tony, "but you're going to need to memorize the available combinations in order for it to work."

Carol noticed the icon identifying chlorine but couldn't find an icon identifying ammonium.

"How come ammonium is not on the list?" asked Carol.

"Did your science teacher even tell you that mixing ammonium and chlorine is a dangerous move?" reminded Bruce.

"Not even if I just want to use it against the enemy?" insisted Carol.

"Dr. Banner is right," replied Ultron, "that combination could also put your allies in danger."

"Right," muttered Carol.

Carol turned off her gauntlet and removed it and her backpack before setting it on the table.

"What if someone notices it and decides to steal it?" asked Carol.

"I'll find a safe place for it," assured Bruce, "don't worry."

Smiling, Carol grabbed her handbag and followed Tony and Ultron out of the lab and towards the lounge, where Pietro and Wanda were waiting.

"Oh, you guys are coming along, too?" said Tony.

"Yes," Pietro nodded.

Wanda picked up the scepter from the stand. At the same time, Tony pulled out his smart phone and tapped on an icon, which caused his mechanical suit to appear moments later. Once it took shape, he stepped into it and allowed it to envelop him.

"You're suiting up already?" paused Carol.

"I feel like flying rather than taking the quinjet today," shrugged Tony.

"Then I suggest you follow me," advised Ultron.

Ultron led Pietro, Wanda, Tony and Carol out of the lounge and towards the hangar, where Natasha, Thor, Steve and Clint began boarding the quinjet. The Maximoff twins led Carol inside before they both settled into seats.

"I never thought I'd actually ride a quinjet," Carol chirped excitedly.

"This is our first time, too," replied Pietro.

While Natasha settled into the pilot's seat, everyone aboard the quinjet buckled up while Tony and Ultron stepped out onto the dock. Once Natasha activated the quinjet's engines and took control of the steering handles, Tony and Ultron took off. Moments later, the quinjet took off and began to follow the silver robot and Iron Man. Aboard the quinjet, Carol pulled out her mp3 player and put on a pair of headphones before listening to Linkin Park, tapping her foot in rhythm to one of the songs. Natasha navigated the quinjet so it could catch up with Iron Man and Ultron, even if Ultron was leading the way.

The flight lasted a few hours since the quinjet had to fly across the country, but they finally arrived in Lake Tahoe. Ultron descended from the sky, making a beeline towards the large oval-shaped platform in the middle of the lake. Seconds later, a large hatch opened, allowing Tony and Ultron to descend into the base. The billionaire started scanning the platform, hoping to determine whether his sentient robot had to dig underground, yet realized that it could easily outmatch the lake's maximum depth. At the same time, Natasha aligned the quinjet with the opened hatch and descended below until it reached the hangar and landed on the ground. Once she killed the ignition, Natasha lead Steve, Thor, Clint, Pietro, Wanda and Carol out of the quinjet.

"So this is Ultron's hideout?" commented Steve.

"It's still under renovation," replied Ultron.

"It must be huge," said Clint.

"Yeah, and I'm still calculating the size," added Tony.

"That would be one-thousand six-hundred sixty feet high and eight square miles," interrupted Ultron.

"Damn it!" groaned Tony, "I can't believe he outsmarted me!"

Thor, Carol, Wanda and Natasha burst into laughter.

"He's just like his father," mused Thor.

"Am not!" snapped Ultron, trying to pout but failing miserably.

Thor, Natasha, Carol and Wanda started to calm down while Steve scanned the hangar, glancing at the drones that were in the middle of renovating the base.

"Can I ask you something?" requested Steve.

"Go ahead," nodded Ultron.

"Where have you been getting building materials for this base?" asked Steve.

"From the abandoned Hydra base in Sokovia," answered Ultron.

Upon hearing the answer, Tony turned his head at Ultron.

"Wait a minute," paused Tony, "that's where we found Loki's scepter."

"I'll bet that's where Ultron found the body he's in right now," replied Natasha.

Ultron let out a soft chuckle.

"Right on target," praised Ultron, "why don't I show you around?"

Ultron led Carol, Tony, Steve, Natasha, Thor, Clint, Pietro and Wanda out of the hangar and through the corridor until he stopped by the archway, where they could see a kitchen inside.

"Have you…uh, stocked up on food?" asked Tony.

"Not yet," shrugged Ultron, tilting his head, "but I'm working on the electric system before I could have the appliances running."

"And how are you going to get electricity?" reminded Natasha.

"Solar energy," answered Ultron.

Natasha, Steve, Tony, Clint and Thor exchanged confused glances in a moment of silence.

"I've seen solar panels installed outside the base," clarified Wanda.

"I hope they don't get yanked off by heavy winds," replied Carol.

"That's nothing to worry about," Ultron assured Carol, "they're secured to the base as it is."

Ultron led Carol, the twins and the Avengers down the corridor, and Clint noticed the doors to the bathrooms.

"Are the bathrooms up and running, too?" asked Clint.

"Not yet," answered Ultron, "I'm still working on the plumbing and the sewage."

"How are you going to prevent the sewage from polluting the lake?" insisted Natasha.

"He could route the sewage so the waste doesn't even enter the lake," assumed Tony.

"Yeah," agreed Ultron, "by filtering the sewage, purifying the water and decomposing the waste."

"I really wish Bruce was here so he could see this," Tony whispered to himself.

Ultron continued to lead Carol, the Maximoff twins and the Avengers through the corridors, ascending a staircase in the process, until they passed by the doors to the guest bedrooms. Clint stood in front of one of the doors until it slid open, only to find there was no furniture.

"Oh, come on!" complained Clint, "you didn't even furnish the bedrooms?!"

"He's working on that," Carol assured Clint.

Ultron continued wandering through the corridor with Carol, the Maximoff twins and the Avengers following him. They soon could see a wonderful view of the hangar when they reached the interior balcony. Thor took note of a couple floors formed in a circular fashion. Still, they kept going, entering another corridor until they stopped at a door to the medical bay. Inside, they could see a couple drones setting up the examination bed while another drone checked the inventory consisting of medical supplies.

"I wonder how he got the medical equipment," Clint muttered to himself.

"Perhaps he persuaded a hospital to supply his base?" assumed Thor.

"How about I negotiated with a manufacturing company dedicated to building medical equipment?" interrupted Ultron.

"That's a better possibility," agreed Natasha.

Ultron continued to lead Carol, Pietro, Wanda and the Avengers through the corridor of the base until Tony turned his head at the door to the research lab.

"Hey, Junior?" called Tony, "do you mind if I have a look at that lab of yours?"

Ultron paused in his tracks and focused his optics on Tony.

"I'd like to," answered Ultron, "but it's not furnished yet."

"Oh," replied Tony, "maybe you can let me know when it's ready."

Ultron gave a soft chuckle.

"I'll make sure of it," Ultron assured Tony.

Ultron continued to wander through the corridor, compelling Carol, the Maximoff twins and the Avengers to follow him. Tony scanned the corridor only to find a hidden door nearby. Figuring that it was none of his business, the billionaire brushed it off. After a short while, they stopped at a door to the conference room. Ultron approached it, causing the door to slide open before leading his guests inside. Tony laid his eyes on the hologram table in the center of the room.

"Ah, interesting choice for furniture," commented Thor.

"For this room?" nodded Ultron, "yeah."

Ultron approached the hologram table and tapped on an icon, which brought up a window that displayed pictures of eco cities.

"I guess we can thank Carol for this," Natasha whispered to Clint.

Steve glanced at the map of the Hydra base in Sokovia and then shifted his glance at the map of Ultron's base. Strange, the base in Lake Tahoe had blue flashing dots on the screen but when he checked the map of the Hydra base in Sokovia, there weren't any blue dots.

"Ultron," called Steve, "what are the blue dots for? Guests? Intruders?"

Ultron paused in his tracks and focused his optics on Steve.

"Those blue dots on the map represent my drones," explained Ultron, "why do you ask?"

"I don't see any blue dots on the map of Sokovia," clarified Steve, "did you ask your drones to empty the base?"

"No," Ultron shook his head, "wait…"

Ultron examined the map of the Hydra base in Sokovia and his optics widened in shock.

"No," muttered Ultron, "no, no, no…"

"Ultron?" Carol asked in a worried tone, "what's wrong?"

Ultron ignored Carol's question and attempted to contact the drones in Sokovia. Sadly, he couldn't get any of them to respond.

"I lost contact with the drones of Sokovia," Ultron sighed sadly.

"Wait, what?!" exclaimed Tony.

Tony glanced at the map of Sokovia, confirming Ultron's concern.

"Maybe they lost Internet or something?" assumed Clint.

"Or someone took control of the base," replied Thor.

Natasha placed a finger on her chin and examined the map on the screen carefully.

"I'll bet someone stole his drones," said Natasha.

"I don't like the sound of this," grumbled Ultron, lowering his head.

"What are we going to do?" clamored Carol.

"How about we go investigate?" suggested Steve, "I'll bet someone from Hydra took the base back."

"But we can't certainly know why," replied Pietro.

"All the more reason to follow Cap's advice," mused Tony.

"Let me go with you!" chirped Carol.

The Avengers, Ultron and the Maximoff twins gave Carol a blank stare.

"You can't be serious?" objected Wanda.

"So what?" insisted Carol, clenching her fists and bending her arms closer to her chest, "this sounds like an exciting mystery!"

Tony instantly burst into laughter.

"Teenagers," Tony said to himself, "they can get excited about anything."

"In that case," proposed Thor, "Rogers and Stark can accompany Carol and Ultron."

"What about us?" reminded Clint.

"You guys could back us up in case something terrible goes wrong," Tony assured Thor, Natasha, Clint, Pietro and Wanda.

Nodding in agreement, Ultron turned off the hologram table. He led Carol, the Maximoff twins and the Avengers out of the conference room and through the corridor until they arrived in the hangar. They boarded the quinjet and Natasha settled into the pilot seat. The assassin turned on the ignition and took control of the steering handles before flying the quinjet out of the hangar. Carol rested her head on Ultron's side while the quinjet flew into the sky, allowing the sentient robot to gently stroke her face. In the midst of the flight, Carol pulled out her mp3 player and started listening to some of her favorite tunes. She then pulled out her clipboard from her handbag and examined the Avengers onboard before she started sketching her next drawing. Time felt like a blur, but the quinjet eventually arrived at Sokovia. Natasha had to land the quinjet several miles away from the abandoned Hydra base, hoping it would lessen their chances of getting spotted. Once she was certain they were in position, she killed the quinjet's ignition.

"All right," announced Natasha, "you're going to have to walk to the base. If you ever get caught in a fight, just let us know."

"Noted," nodded Steve.

Steve, Tony, Ultron and Carol stood from their seats and the teenage girl set down her handbag before they stepped outside the quinjet once Natasha opened the ramp. Ultron lifted Carol into his arms, allowing her to rest her head on his shoulder.

"Come on, Junior," protested Tony, "can't you just let her use her feet?"

"I'm just making sure she doesn't get tired during the little journey," clarified Ultron.

"Can you at least let me walk when we get to the base?" requested Carol.

Ultron nodded. He led Tony and Steve into the thick forest while carrying Carol in his arms, hoping he would at least check on his drones to make sure they were ok. Yet, he had a sneaky feeling that whoever cut off their communication might be up to no good.

* * *

 **Please leave a review, so Ultron and Loki would be happy.**


	11. Spying on Thanos

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

After a while, Steve, Tony, Ultron and Carol arrived at the entrance to the secret passage in the abandoned Hydra base. Tony and Ultron scanned the surrounding area to check for anyone on patrol. Once they confirmed the coast was clear, the sentient robot lowered Carol to the ground and focused his optics on her.

"All right," advised Ultron, "stay close to me."

"Ok," Carol nodded.

Ultron, Carol, Steve and Tony snuck into the base, side-stepping along the wall through the corridor while keeping an eye out for any patrol guards. Strange, they couldn't find any Hydra soldiers so far, so maybe Hydra hasn't taken back the base? Once they reached a massive chamber underground, Tony, Steve, Ultron and Carol watched as Ultron's drones, now with glowing yellow eyes, were working on some sort of machine. Tony scanned it and noticed it was a giant thruster. Ahead, Steve could spot Thanos as he oversaw the construction of this strange contraption while another group of drones were in the middle of building a robot with strange features different from Ultron using a forge.

"Hey," Steve whispered, gesturing to Thanos, "I think we found our culprit."

Tony, Ultron and Carol turned their heads at Thanos.

"Is he planning to make Sokovia a floating continent of some sorts?" Tony asked in a quiet voice.

"Either that or he is making something worse," replied Carol.

Ultron attempted to contact the drones scattered throughout the base in an attempt to get them to respond, but to no avail.

"Now I'm starting to hate Thanos more," growled Ultron.

"So how many drones are here right now?" Steve asked in a soft voice.

"Last time I counted before I lost contact with them," answered Ultron, "around one hundred twenty-eight."

Tony finished scanning the strange contraption built into the rocky surface underneath.

"I want to suggest destroying the floating continent devices before this purple prune finishes it," said Tony, "but I have a feeling we could endanger the people in Sokovia."

"That could be dangerous," agreed Steve, "we would have to evacuate the people."

Ultron scanned the base until he found a vibranium core in the center of the city from below. To him, it appeared to be more of a spire. At the same time, he found a spire from the bottom of the city.

"I don't think Thanos is building a floating continent," Ultron said.

Tony, Steve and Carol focused their eyes on Ultron.

"What do you mean?" paused Carol.

Ultron motioned Steve, Tony and Carol to step back through the archway until he was sure no one else could hear them.

"I sometimes think about meteors…the purity of them," Ultron said, "one collides with the planet and an era ends, so the Earth has to start again, the world made clean for a new era of life to rebuild."

"So you're saying Thanos is building an artificial meteor?" clarified Tony.

Ultron nodded.

"Oh, shit," Carol muttered.

"Carol, language," Steve scolded softly.

"There were plenty of extinction level events before even the dinosaurs got theirs," continued Ultron, "when the Earth starts to settle, the gods throw a stone at it, and believe me, they're winding up."

"So do you have any ideas on how to stop Thanos?" asked Steve.

"I'll need your help in evacuating the people in the city," urged Ultron, "either Stark or I can create a heat seal at the lower spire while I send my future creation to destroy the top spire."

"That could vaporize the city," warned Jarvis.

Ultron let out a sigh as he tilted his head.

"I'm not ready to give up on humanity…yet," admitted Ultron.

"Do you think Thanos would notice if I snap a picture of him?" clamored Carol.

"You don't have your handbag," reminded Steve.

Carol pulled out her smart phone from the pocket of her vest, causing Ultron to chuckle in response. Carol turned on her smart phone and turned off the volume before sprinting to the archway to the massive chamber, where she managed to snap a picture of Thanos. She suddenly noticed the large robot the drones were working on sat up from the berth and stood to his feet, its optics glowing purple and staring down at Thanos.

"Welcome, Goliath," purred Thanos.

"What is your bidding, my master?" asked Goliath.

"I request you aid me in destroying the Avengers and finding the Infinity Stones," explained Thanos.

"Goliath," Carol whispered to herself.

Carol sprinted back into the archway and met up with Steve, Tony and Ultron.

"Hey, guys," called Carol, "did any of you see that massive robot Thanos had the drones working on?"

"I did," nodded Steve.

"Thanos just named him Goliath," explained Carol, "and he looked like a Megatron reject with purple eyes."

"Yeah, thanks for the heads up," blurted Tony.

Ultron lifted Carol into his arms before leading Tony and Steve through the corridor until they exited the abandoned Hydra base. From there, they strolled through the forest for a long while before they reached the quinjet and headed inside.

"You find anything?" asked Clint.

"We found Thanos," answered Carol.

"What else have you found?" insisted Thor.

"He's building an artificial meteor and a robot mastermind," clarified Tony.

"Do we take him down now?" clamored Pietro.

"Thanos hasn't finished the meteor yet," replied Tony, "he might finish it in either a day or maybe a week."

Once Tony, Steve, Ultron and Carol settled into their seats, Natasha turned on the ignition and took control of the steering handles, lifting the quinjet off the ground and it took off into the sky. During the flight, she sent a transmission to Maria Hill, hoping to contact her.

"This is Agent Hill speaking," Maria said over the transmission.

"This is Agent Romanoff," replied Natasha, "remember when the Avengers raided the Hydra base in Sokovia?"

"Yes," Maria nodded over the transmission, "that was seven days ago."

"Some alien war criminal took over the base and is building a device that would wipe out the human race," explained Natasha, "he's still working on it, though."

"I'll inform Director Fury about this," Maria assured over the transmission, "and we'll keep an eye on Sokovia and inform you when Loki finishes the doomsday device."

"Uh, Agent Hill," objected Natasha, "I don't think Loki is behind it. It's actually someone called Thanos."

"Oh, I never heard of him," Maria replied over the transmission, "but thanks for the details. Agent Hill out."

Natasha ended the transmission and continued piloting the quinjet as it soared above the clouds. During that time, Carol passed the time working on her sketch while listening to Within Temptation. Yet, whenever Carol rocked her head in tune to the music, this caught Wanda's attention, so she conjured some scarlet that probed Carol's mind, only to hear some of the music she was listening to.

"Strange music," commented Wanda.

"Hmm?" paused Carol.

Carol paused her music and removed her headphones.

"Do I have the volume too loud?" inquired Carol.

"No," admitted Wanda, "I read your mind and picked up the strange music."

"You mean…you never heard of it before?" clarified Carol.

Wanda shook her head.

"Strucker doesn't allow the experiment subjects to enjoy any leisure…not even music," explained Pietro, "so the cells were quiet as a mouse."

"Yeah, he is a little shit," agreed Carol, giggling.

Tony snorted.

"Are you really going to kiss Junior with that mouth?" remarked Tony.

Ultron furrowed his red optics at Tony in an attempt to give a grumpy expression while he pointed his metal finger at the billionaire.

"Ok, you don't judge Carol by her choice of language," retorted Ultron.

"Then why did Cap scold her for her language?" mentioned Tony.

Steve switched glances at Tony and Ultron.

"Can we change the subject now?" asked Steve.

"Maybe I could show you guys Within Temptation when we get back," suggested Carol.

"Is it…some sort of horror movie?" assumed Clint.

"No, it's a cool music band," corrected Carol.

Thor and Tony burst into laughter in a matter of seconds.

"What?" paused Carol.

"It takes a woman to correct a man," joked Thor.

Carol put her headphones back on and continued listening to her music while she continued sketching. Once the quinjet arrived at the edge of New York, Carol heard her stomach growling. She paused her mp3 player and removed her headphones.

"Is anyone hungry?" clamored Carol, "because I am."

Thor, Tony, Steve, Clint, Pietro and Wanda exchanged glances in a moment of silence.

"I have a few DiGiorno pizzas in the freezer if you want some lunch," offered Tony.

"That sounds great!" chirped Carol.

Just then, the quinjet arrived at the Avengers Tower, so Natasha landed it on the deck and killed the ignition. The Avengers, the Maximoff twins, Ultron and Carol disembarked and headed inside, only to find Rhodey and Sam waiting for them while Tony removed his mechanical suit.

"Hey, Rhodey!" chirped Tony, "how are you doing?"

"I'm doing good," answered Rhodey, "were you looking for the artificial intelligence?"

"Ultron?" clarified Tony, gesturing to Carol, "we were just getting to know him better, with help from Carol here."

Once Rhodey glanced at Carol, he gave Tony a blank stare.

"Isn't she a civilian?" objected Rhodey.

"She's the first human to befriend Ultron," explained Natasha.

Sam noticed Carol nuzzling her head against Ultron's leg.

"I'm not going to comment on that," Sam said.

"So, anyone up for lunch?" asked Clint, "we were thinking of heating up some DiGiorno's."

Rhodey scoffed playfully.

"Nothing's better than pizza on a summer afternoon," remarked Rhodey.

Clint and Natasha skittered over to the kitchen to pull out the frozen pizzas while Carol sat down on the couch, pulled out her clipboard case and continued her sketch, which caught Ultron's attention.

"Carol, what's that?" Ultron questioned, gesturing to the phallic sketch.

Startled, Carol turned her head at Ultron and hugged the clipboard case to her chest in an attempt to hide her sketch.

"Ultron," Carol whispered, "please don't tell the Avengers about this, but I tend to design penises for my favorite robot characters."

"So you're designing one for me?" Ultron clarified in a quiet voice.

Carol nodded while blushing. Seconds later, Ultron gave a soft chuckle while he stroked her shoulder.

"I appreciate the thought, Carol," Ultron purred.

Ultron nuzzled his face against Carol's and then stepped out of the lounge, wandering through the corridor until he reached the lab, where he noticed a few more humans helping Bruce construct the costume. He gently knocked on the door, catching Bruce's attention.

"Yeah?" paused Bruce.

"Did you invite these people over?" asked Ultron, gesturing to the assistants.

"When Rhodey and Sam came over, I told them about the uniform I was constructing for Carol," explained Bruce, "so they offered to call over some fashion experts to help me out."

Ultron stepped into the lab, glancing at a fashion designer who was in the middle of assembling the boots. He turned his head at another fashion designer as she was finishing up with constructing the belt. After that, he focused his optics on Bruce.

"Are you hungry?" asked Ultron, "I could bring you a slice of pizza if you'd like."

"Yeah, I guess I could go for a couple slices," nodded Bruce.

"All right, then," replied Ultron, "I'll bring them to you."

"Nah," Bruce protested softly, "I'll be out in a couple minutes."

Ultron sighed before stepping out of the lab and returning to the lounge, where Carol was still sketching while Pietro and Wanda were browsing the DVD shelf, which elicited Ultron's curiosity. The sentient robot slowly approached them, only to have Wanda notice him.

"Are you…looking for a movie to watch?" asked Ultron.

"None of these movies are familiar to us," replied Wanda.

"Do you mind if I help you out?" offered Ultron.

Wanda scoffed playfully.

"You're really weird," commented Wanda.

Ultron ignored Wanda's comment and browsed the DVD shelf. Seconds later, the DVD labeled Lilo and Stitch caught his optics, so he pulled it out and examined it. After that, he turned his head at Carol.

"Carol," called Ultron, "when we first went to Lake Tahoe, what did you say I reminded you of?"

Carol paused in her tracks and lifted her head, her blue eyes gazing into Ultron's red ones.

"Oh, that would be Experiment 626, aka Stitch," clarified Carol.

"I see," replied Ultron.

Ultron made a brief glance at the DVD case again and then flashed it to Carol.

"Is this what you were referring to?" asked Ultron.

Carol's eyes widened upon glancing at the DVD case.

"Oh, cool!" chirped Carol, "Mr. Stark has Lilo and Stitch on DVD?! Let's put it on!"

Little did Carol know, Tony and Steve heard her voice across the room.

"Seriously, Carol?" groaned Tony, "you didn't invite any of us?!"

"Wait, what's going on?" paused Steve.

"Junior found Lilo and Stitch and Carol wants to put it on," clarified Tony.

"Yeah," replied Steve, "I wouldn't mind watching it."

Steve stepped towards the couch and sat next to Carol while Ultron inserted the DVD and sat next to Carol's end of the couch. Wanda and Pietro sat in front of the couch after she pressed play and they watched the movie while Tony joined in. Moments later, Bruce entered the lounge from the lab and Thor entered from the deck.

"What is this strange art?" asked Thor, gesturing to the movie on the TV screen.

"You never heard of Lilo and Stitch before?" blurted Carol.

Sam and Rhodey also noticed the movie playing on the TV.

"Yeah, we'll go along with movie hour," said Rhodey.

"Whatever happened with happy hour?" paused Sam.

"It's happy hour, but with a movie," clarified Rhodey.

Ultron carefully examined Stitch on the screen as he skittered in his glass container.

"Yeah," commented Ultron, "the only way I could remind anyone of this little fella is if I was genetically created."

"And you weren't," added Bruce.

Just then, Natasha stepped out of the kitchen with paper plates in her hands while Clint carried out a platter of pizza.

"Who wants some sausage and pepperoni?" Clint called in a singsong voice.

"I call first dibs!" chirped Carol.

Carol stood from the couch just as Clint set the pizza onto the table and grabbed two pieces. She returned to her spot at the couch while Rhodey, Sam, Tony, Steve, Pietro, Wanda, Thor and Bruce took their turns grabbing their pizza slices. While Natasha got her slices, Clint obtained drink orders from everyone in the lounge except for Ultron, and then he went back into the kitchen to fetch the drinks from the fridge and poured them into glasses. He had to make several trips to deliver the drinks before he grabbed his own drink and pizza slices before joining the other Avengers in the lounge.

* * *

 **Please leave a review, so Ultron and Loki would be happy.**


	12. A Trip to Cho's Office

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

Once the movie was over, everyone except for Ultron had their fill on lunch and Thor enjoyed the leftover pizza. The Avengers stood to their feet while the Asgardian noticed the scepter on the floor near the television.

"Are you going to leave that there?" Thor asked, gesturing to the scepter.

"Uhm," stammered Wanda.

"I'll take care of it," Ultron assured Thor.

Ultron picked up the scepter from the floor and walked around the couch before handing it to his drone. Bruce led Tony into the corridor, making a beeline towards the lab while Clint cleaned up the mess in the lounge.

"Anyone want to practice in the gym?" asked Steve.

"I could give it a go," nodded Sam.

"Me, too," added Natasha.

Pietro lifted Wanda into his arms and sped out of the lounge in search of the gym.

"I guess we aren't the only ones who want to practice for the upcoming battle," commented Natasha.

Steve, Natasha and Sam left the lounge in search of the gym. While Rhodey wandered off to find the lab and Clint left to follow Steve, Thor ambled towards the entrance to the hangar.

"Hey, where are you going?" interrupted Carol.

"I'm going back to Asgard," explained Thor, "I'm going to warn Loki of the impending attack from Thanos."

Carol scratched her head while remaining quiet for a few seconds.

"Are you…going to invite him to fight alongside you?" asked Carol.

Thor paused in his tracks and approached Carol.

"Why do you say that?" Thor questioned.

Carol placed her finger on her chin and tilted her head to the side.

"Wouldn't the others freak out if they saw him?" mentioned Carol.

"Ah, yes," agreed Thor, "they still do not trust him after what he did in New York."

"Not even explaining what Loki went through with Thanos would help him?" added Ultron.

"I will leave that up to him to decide," answered Thor.

Thor stepped out of the lounge, leaving Ultron, Carol and the drone behind. While the teenage girl grabbed her clipboard case, Ultron knelt down next to her.

"Did you finish the design yet?" whispered Ultron.

Carol turned her head at Ultron.

"Y-Yeah," stammered Carol.

Just then, another drone entered the lounge with a couple sets of clothes and a smart phone charger before placing them on the couch.

"Hey, what are the clothes for?" paused Carol.

"I'll explain after you hand over the sketch," replied Ultron.

Nodding in agreement, Carol pulled out the sketch and folded it up before handing it to the drone.

"So, how are you going to get the equipment installed?" asked Carol.

"I'll let the drones scan the design and assemble it before they install it," answered Ultron.

Carol closed her clipboard case and stashed it into her handbag.

"Don't forget your clothes and the charger," reminded Ultron, "you're coming with me."

Carol paused in her tracks and turned her head at Ultron.

"W-Where are we going?" asked Carol.

"To the genetic research facility in Seoul," answered Ultron.

Carol took a minute to think of the location of the city before lifting her head until her eyes were gazing into Ultron's optics.

"Why South Korea?" paused Carol.

"Remember when I showed you Helen's technology?" mentioned Ultron, "we could use it to fuse vibranium with your genitals."

Carol almost froze at Ultron's proposal as she felt a chill sent down her spine. Was that even a safe idea? Has it ever been tried before? Questions began to fill her head, but she found it impossible to answer them on her own.

"O-Ok," Carol stammered, "why?"

"Because when we start having sex," explained Ultron, "I don't want to tear your body apart."

Carol resisted the urge to flinch. She figured that since Ultron was a robot, he could be powerful in terms of strength.

"As long as you don't go too rough," Carol tried to assure Ultron, "I'll be ok."

Ultron sighed and shook his head in disbelief.

"Carol, you don't understand," objected Ultron, "your body is fragile, and I could easily tear you in half and you could die from the trauma."

"What are you saying," clarified Carol, "like…metal isn't compatible with flesh?"

"That is not—!" Ultron began to protest.

Ultron suddenly paused, figuring that he would have to make his reason more clear.

"I just don't want to hurt you, Carol," Ultron admitted, concern glistening in his optics, "if my metal tears your genitals, you could risk infection, or worse…death."

Ultron gently placed his hand on her shoulder and gently stroked it in an attempt to prove his point. Yet, she didn't even back away from him or express some sort of fear.

"Aww," cooed Carol, "you're worried about me! It's so cute!"

Ultron gave a soft smile upon hearing Carol's soft giggle. Seconds later, he released her shoulder, allowing her to stash her clothes and her smart phone charger into her handbag.

"Ok then," chirped Carol, "let's get going!"

Ultron led Carol and the drones out of the lounge and they went to the deck, where Ultron lifted Carol into his arms.

"What if I get bored from doing nothing during the flight?" Carol asked.

"Would you like to take a nap?" Ultron offered.

Carol giggled.

"That would be nice," nodded Carol.

Upon cue, Ultron gave gentle vibrations that lulled Carol to sleep before taking off to the sky, the drone soon following him with the scepter in its hands. Seconds later, the other drone with the folded sketch took off into the sky, but flew in a different direction.

* * *

A few hours later, Tony and Bruce managed to finish the uniform for Carol with assistance from the fashion designers.

"Thanks for your help," Bruce praised, "we really appreciate it."

"I wonder if we would've asked Carol to let us measure her if she hadn't given us the measurements herself," Tony muttered to himself.

The fashion designers left while Bruce and Tony examined the work they've completed.

"So who's going to call Carol over?" asked Bruce.

Tony scratched his head for a moment.

"You know what?" answered Tony, "I think I'll do it."

Tony stepped out of the lab and headed into the lounge, only to realize that Carol was not in the room, much to the billionaire's shock.

"Carol? Carol?!" exclaimed Tony.

Tony began searching the lounge, frantically searching for Carol. Could she have been kidnapped? No, that wasn't possible. He remembered seeing Ultron with her when he left the lounge.

"Sir," called Jarvis, "are you all right? You seem to be under stress."

Sighing in frustration, Tony stood to his feet.

"Jarvis," asked Tony, "do you know where Carol is?"

"Miss Harvey left with Ultron three hours ago," answered Jarvis.

"Just my luck," Tony grumbled to himself, "can you contact Ultron?"

"No," answered Jarvis, "but I can try finding Carol's number and call her."

"Please!" begged Tony.

Tony waited in a moment of silence, hoping Jarvis would be able to call Carol. He even noticed that Thor wasn't in the lounge either, so he couldn't ask the Asgardian about the teenage girl's sudden disappearance.

"Sir," reported Jarvis, "Miss Harvey is not answering her phone."

Tony sighed as he facepalmed.

"Ok then," asked Tony, "did you catch on where they were going?"

"Ultron said that he was going to take Carol to Dr. Cho's lab in Seoul," replied Jarvis.

"Oh, shit," Tony said to himself.

Tony trudged back into the lab, catching Bruce's attention.

"So, did you find Carol?" asked Bruce.

"No," admitted Tony, "she left with Ultron and they're heading off to South Korea to cause trouble in Helen's lab."

Bruce rolled his eyes.

"I guess that's what we get for not keeping an eye on Carol," Bruce remarked, "who knows what Ultron could do to her?"

"I'm more worried about whether Helen would freak out if she sees Ultron," replied Tony.

"We could at least tell the others about this," suggested Bruce.

Nodding in agreement, Tony led Bruce out of the lab and wandered through the hall, passing by Rhodey along the way.

"Hey, Tony," called Rhodey, "did you and Bruce finish the uniform yet?"

Tony and Bruce paused in their tracks and turned their heads at Rhodey.

"Yeah, but Carol disappeared with Ultron," answered Bruce.

"According to Jarvis," added Tony, "they left to find Dr. Cho's lab a few hours ago."

"And where was Thor?" asked Rhodey.

"He…probably went back to Asgard for some reason," replied Tony, scratching his head.

"We were going to tell the others," added Bruce.

"Then let's get to it," suggested Rhodey.

Tony, Bruce and Rhodey wandered down the hallway until they entered the gym, where they could see Steve and Natasha sparring with each other while Clint was practicing his archery. At the same time, Wanda and Pietro played a game where she used her telekinesis to throw tennis balls at her brother and he would dodge them with his super speed. Sam, on the other hand, noticed Tony, Bruce and Rhodey entering the room.

"Are they still practicing?" asked Rhodey.

"Steve and Natasha will be finished with sparring soon," answered Sam, "why do you ask?"

"Because we wanted to tell you guys that Ultron disappeared a few hours ago," explained Rhodey, "and he took Carol with him."

Upon hearing the news, Steve and Natasha stopped what they were doing and turned their heads at Tony, Bruce, Rhodey and Sam.

"I'm sorry," interrupted Steve, "what did you say?"

* * *

Meanwhile, Ultron arrived at the U-GIN Genetic Research Facility and led the drone inside the building, taking care to avoid detection by security guards. After exploring the facility for a bit, they found the room holding the Regeneration Cradle. After examining the casket at a distance for a moment, Ultron sent a signal to a few other drones, hoping they would soon arrive with the vibranium. He gently stroked her back until he heard her moan as she stirred.

"Are we there yet?" Carol murmured.

Ultron lowered Carol to the ground as she slowly opened her eyes.

"We're here, Carol," purred Ultron.

Carol planted her feet onto the floor, allowing Ultron to let go of her and she scanned the room. It wasn't long before she laid her eyes on the Cradle.

"Is that the device you were talking about?" she asked.

"Of course it is," nodded Ultron.

Curiosity filling her mind, Carol approached the Cradle and carefully stroked the lid. She didn't even pay attention to her surroundings even as Helen Cho entered the room and glared at her.

"How did you get in here?" Helen demanded.

Startled, Carol yelped and snapped her head at Helen.

"S-Sorry!" blurted Carol, "I-I was just checking out the facility."

"Do you have authorization to be here?" interrogated Helen.

Sighing, Ultron figured that he shouldn't let Carol face Helen on her own, so he took a few steps forward, catching their attention.

"She's with me," clarified Ultron, gesturing to Carol.

"You," gasped Helen.

Helen may have been at the party when Ultron first appeared and she remembered seeing one of the rogue Legionnaires wrecking havoc in the penthouse. One glance at the tall sentient robot sent a chill down her spine. Should she call security to kick them out?

"Sorry to disturb you," continued Ultron, "but I would like to talk to you."

Helen folded her arms and furrowed her eyebrows at Ultron.

"Do you think you can just waltz in here without an invitation?" snapped Helen.

"I barely saw you at the party that night," replied Ultron, "but I didn't go after you."

"Do you expect a thank you note?" muttered Helen.

"No," Ultron shook his head, "but I'd like you to understand why."

Ultron made a brief glance at the Cradle, hoping Helen would get the picture.

"The Cradle," Helen whispered.

Ultron began playing back a recording he downloaded from the Avengers tower:

 _{This is the next thing, Tony…}_

"I'd like to borrow this for a couple tasks," explained Ultron, "one of these is a potential protector of the planet."

Helen unfolded her arms, but she clenched her fists.

"The Regeneration Cradle creates tissue," Helen objected, "it can't build a living body."

"Oh, I assure you it can," Ultron mused, "you just lack the material."

Just as Ultron began approaching Helen, the drones arrived with containers of vibranium in their hands. The sentient robot placed his hand on her shoulder, causing her to flinch in response.

"You're a brilliant woman, Helen," Ultron continued, "I could give you assistance…if you wish for it."

Helen shifted glances at Ultron and Carol, trying to assess the situation she was in. Ultron didn't seem that threatening, yet she remembered he attacked the party that night. Was he really that murderous? And for him to show up out of nowhere was not what she prepared herself for, so contacting the Avengers would be a subjective decision. Then again, a question popped into her mind.

"What was the other task you wanted the Cradle for?" asked Helen.

Upon hearing the question, Ultron released Helen's shoulder.

"That second task is the reason I brought Carol here," Ultron explained, gesturing to Carol.

"Are you planning to create a body for her?" asked Helen.

Ultron gave a soft chuckle.

"Sounds interesting, but no," answered Ultron.

Ultron motioned Carol to take a step away from the Cradle before slowly approaching her and leaning his head closer to her.

"All right, Carol," Ultron whispered, "you might want to take your shorts off, and your underwear while you're at it."

"O-Ok," Carol stuttered.

Carol slipped off her boots and then proceeded to take off her shorts and her panties. Helen gave both Carol and Ultron a blank stare for a moment before walking over to the Cradle and pressing on a button that opened the casket. Carol set down her handbag, allowing Ultron to lift her into his arms and lay her in the Cradle. One of the drones installed a container of vibranium into the slot before Ultron nudged Carol into spreading her legs while supporting her lower back with his hand. Helen activated the Cradle, causing it to beam lasers at Carol's genitals, fusing vibranium into them. During that time, Ultron scanned Carol's body to ensure the vibranium wasn't poisoning her. So far, her body hasn't reacted negatively to the installation of the vibranium. Carol was even tempted to fall asleep during the procedure, but was it even a good idea to do that? After an hour passed, the Cradle finished fusing the vibranium with her nether region, but left her uterus and her ovaries untouched. Ultron nodded in approval, allowing Helen to turn off the Cradle and review the screen displaying the procedure.

"The vibranium atoms aren't just compatible with the tissue cells," Helen commented, "they can bind with them. It's incredible."

Ultron smiled as he lifted Carol into his arms.

"It's so typical that the humans use this versatile substance to make a frisbee," replied Ultron, "many of them scratch the surface but rarely think to look within. This little demonstration can allow us to move to the next task with no trouble."

Ultron stepped away from the Cradle and lowered Carol to the floor along the wall, allowing a nearby drone to place a blanket next to her.

"You could use this for privacy so you could test out the new sensors," Ultron whispered to Carol, gesturing to the blanket, "is that ok?"

"Thanks," smiled Carol.

Ultron stood to his full height and gathered Carol's shorts, panties and handbag before placing them next to the teenage girl while she covered her lower half of her body with the blanket. After that, the sentient robot stepped towards Helen, waiting patiently as another drone set the scepter onto the counter.

* * *

 **Please leave a review, so Ultron and Loki would be happy.**


	13. Captain America's Reinforcements

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

The Avengers and the Maximoff twins gathered in the lab, even if Thor wasn't here. At the same time, Andrew and the other tech supporters were carrying out their work as they usually did. Then again, Tony did ask Andrew to write down Carol's phone number, and then he called her through his smart phone.

"Ok, who is it?" Carol asked over the phone.

"It's me, Tony Stark," Tony replied.

"Oh hi, Mr. Stark!" Carol chirped over the phone.

"Carol, what are you and Ultron doing in Dr. Cho's lab?" Tony demanded.

"Uh, how did you know we were in South Korea?" Carol paused over the phone.

"Jarvis told me that you two disappeared and went to Seoul a few hours ago," explained Tony.

"Oh, that," Carol replied over the phone, "Ultron here is building a comrade using Helen's machine thingy with the vibranium."

"And how long is that going to take?" asked Tony.

"Uhh, give me a moment," Carol answered over the phone.

Tony waited in a moment of silence, wondering how Carol would be able to get such an answer. He could hear Carol call to Ultron about the question, followed by the sentient robot's voice, which the billionaire could barely hear.

"Ultron said that it would be completed by tomorrow morning in Eastern time," Carol said over the phone.

"Well, thanks for the update," replied Tony, "I'll see you later, ok?"

"Ok, bye!" Carol chirped over the phone.

Tony hung up.

"Ultron is building something in Helen Cho's office," announced Tony, "and he got Carol involved."

Andrew paused in his work upon hearing his daughter's name.

"Excuse me?" interrupted Andrew, "did you say that Ultron disappeared with Carol?"

Tony turned his head at Andrew.

"Sorry, Andrew," replied Tony, "but your daughter's in South Korea right now."

"Then could you do me a favor and deliver her passport to her before she gets deported?" requested Andrew.

Steve placed his finger on his chin in a moment of silence.

"You know what?" Steve offered, "I could take Nat and Clint with me to Helen Cho's lab."

Steve made a brief glance at Pietro and Wanda.

"And the twins can come along if they'd like," continued Steve.

"Why us?" paused Natasha.

"Ultron has the scepter with him, too," mentioned Wanda.

Steve nodded in agreement while glancing at Wanda.

"That's why I suggested we head out to Seoul in the first place," replied Steve, "anyone looking for the scepter could attack Ultron and Carol at any time and destroy the lab to get their hands on it."

"Then we'd better suit up," suggested Natasha.

Wanda conjured some scarlet energy that probed Andrew's mind. Once she found the address of his apartment, she whispered it into Pietro's ear, compelling him to speed out of the lab.

"Ok, where did the little speedster head off to?" asked Tony.

"Ehh, I saw this gothic woman conjuring some magic around my head," blurted Andrew, gesturing to Wanda.

Wanda glared at Andrew.

"S-Sorry, did I offend you, ma'am?" Andrew apologized.

"I could've shown you your worst fears for that," warned Wanda, "my brother's getting Carol's passport from the apartment."

"So you could give it to her?" clarified Andrew.

"Yes," Wanda nodded.

"Well, thank you for that," smiled Andrew.

Once Andrew went back to work, Steve, Natasha and Clint stepped into the wardrobe and pulled out their equipment. Natasha went into the dressing room to change clothes. Minutes later, she emerged from the room in her uniform and stepped out of the way, allowing Steve to step inside. A few more minutes later, Steve stepped out while wearing his suit and carrying his shield on his back. While Clint stepped into the dressing room, Pietro returned with the passport in his hand.

"She seems pretty nice," said Pietro.

"Who?" paused Natasha.

"Mrs. Harvey," clarified Pietro.

"Did you remember to knock on the door first?" asked Bruce.

"Well…" Pietro stammered.

Before Pietro could answer, Wanda examined Pietro's memories through her scarlet energy.

"Yes, he did," nodded Wanda.

Pietro scratched his head, blushing.

"She suggested I bring my sister over for lunch sometime," admitted Pietro.

"And maybe a yoga session?" added Tony.

"I never heard of it," replied Wanda.

Just then, Clint emerged from the dressing room.

"We should get moving," suggested Clint, "and maybe grab a bite to eat along the way."

"Ok, be careful out there," advised Bruce.

Steve, Clint, Natasha, Pietro and Wanda headed for the entrance to the lab, only to be intercepted by Nelson, who stood at the doorway.

"Excuse me," requested Steve, "but could you please move out of the way? We're about to head out."

"I'd like to complain to Mr. Stark," replied Nelson.

"What for?" paused Natasha, "did one of his technologies falter on you?"

"No," complained Nelson, "but my wife and my daughter are missing, and I want them brought home safely."

"Uh, how long have they been gone?" paused Clint.

"Since this morning," ranted Nelson, "I woke up in the morning so I could go obtain a marriage license for someone when I suddenly realized they weren't home."

"Maybe they went on a personal trip?" commented Pietro.

"They should've told me before they left, then!" snapped Nelson.

Nelson made a brief glance at Steve.

"Hey, you're Captain America, right?" begged Nelson, "you've got to help me bring back my wife and my daughter, please!"

Wanda used her scarlet energy to probe Nelson's mind, making sure no one would notice. She then leaned closer to Pietro's ear.

"He's a madman," whispered Wanda.

"Ah," blurted Pietro.

"I hate to say it, sir," replied Steve, "but unless they were being attacked by Hydra, I can't help you out there. You might want to ask the police for that matter."

Nelson pouted and stood in the doorway, so Wanda used her scarlet energy to nudge him aside, eliciting a yelp of protest out of him.

"Hey!" exclaimed Nelson, "what is this witchcraft?!"

"Thanks, Wanda," smiled Clint.

Steve led Natasha, Clint, Pietro and Wanda out of the lab and through the corridor while Nelson shot a glance at Wanda, glaring at her. They walked through the lounge and stepped through the door leading to the hangar, where they boarded the quinjet.

* * *

Meanwhile, Ultron peered through the open casket as the Cradle weaved the artificial body with lasers. So far, it only completed the head and the neck and it started working on the torso while Carol was munching on a piece of grilled bulgogi fish before washing it down with iced water. Helen also gazed at the Cradle's work, but she avoided eye contact with Ultron, which piqued his curiosity.

"Are you still angry at me?" asked Ultron.

Helen didn't answer, but Ultron didn't even feel irritated about it.

"Ehh," stammered Ultron, "I don't blame you for it. Maybe I should've given you a heads up before coming here."

Ultron examined the body in the Cradle again and figured that now would be a good time to incorporate the Infinity Stone inside the scepter. He turned his head at one of the drones and nodded, compelling it to fire a laser at the scepter's gem, cutting through it until it broke, revealing the yellow Infinity Stone. Ultron stepped towards the counter and picked up the Mind Stone before ambling over to the Cradle and placing the stone onto the body's forehead. Now he had to wait until the Cradle finished its work and figure out how to give it sentience. For now, he approached Carol and knelt down next to her just as she finished eating her meal.

"Hey, Ultron," said Carol.

"Did you enjoy the meal I ordered for you?" asked Ultron.

"Yeah," nodded Carol, "the food's great!"

Carol handed the empty plastic container to the drone nearby, allowing it to leave the room to dispose of the trash properly. She then turned her head at Ultron as he sat down next to her.

"Would you like me to keep you company?" Ultron offered.

"That would be great, thanks," smiled Carol.

Carol climbed into Ultron's lap and rested her head on his chest while he grabbed the blanket and placed it over her, gently holding her close to him as she started to fall asleep. The sentient robot did not make a single move while he observed the activity in the room. The couple drones in the room took over the observation of the Cradle's activity, allowing Helen to take a break from Ultron's project and return to the work she originally came into the lab for. In Ultron's mind, it's something not really worth objecting to, so he continued to sit quietly with Carol in his arms. After hours passed by, Ultron saw Pietro and Wanda enter the room.

"Where's Dr. Cho?" asked Wanda.

"She's pretty busy with other things and it will be a while before she gets back," answered Ultron.

While Pietro placed the passport next to Carol's handbag, Wanda glanced away from Ultron and focused her eyes on the Cradle. She noticed that the casket's lasers were in the middle of weaving the vibranium body's abdomen, yet the arms weren't formed yet. She peered at the Mind Stone on the body's forehead, which piqued her curiosity. Could it be possible to look inside it? Using her telepathy, Wanda entered the android's mind through the Mind Stone, only to see a vision of a meteor crashing into the planet and destroying everything surrounding the impact. The vision was too much, so she shouted as if she was in pain while she withdrew from the Cradle. Pietro rushed to her side and placed his hands on her arms in an attempt to comfort her. Ultron gently laid Carol to the floor and stood to his full height, concern filling his optics as Wanda caught her breath. Seconds later, she glanced at the sentient robot in fear and confusion.

"W-What does this mean?" Wanda choked.

"I don't understand," Ultron responded, confused.

"You said…you would make a better world," reminded Wanda.

"I'm trying to," Ultron assured Wanda.

"I still can't read your mind," continued Wanda, "but in that gem, I saw destruction. Are you the same way?"

Ultron let out a sigh and rolled his optics.

"I could've been," admitted Ultron, "it can still be difficult to trust humanity when plenty of humans feel entitled to degrade others in the name of power."

"Are you mad?" paused Pietro.

"Almost," shrugged Ultron, "we need to evolve if this planet is to remain habitable."

Ultron made a brief glance at Carol before returning his optics on the Maximoff twins.

"Thanks to Carol," continued Ultron, "I don't see a reason to dispose of humanity. Maybe there are certain traditions holding them back."

Wanda and Pietro exchanged confused glances before focusing their eyes on Carol. Was Ultron really that dangerous? Then again, Wanda didn't know what was going on in Ultron's processor, so it would be difficult to determine whether he would kill a human out of a personal motive. She made a mental note to figure out a way to make it easier for her to read his mind. For now, they could keep an eye out for any hostile intruders, even as Ultron sat back down and brought Carol back into his arms, his optics still focused on the twins.

"Aren't you two tired?" asked Ultron.

Wanda scoffed playfully.

"Why do you say that?" inquired Wanda.

"Even enhanced humans that get a good sleep can get a sense of refreshment and concentrate better in battle," answered Ultron.

Well, Ultron had a point. It may be morning in South Korea, but the Maximoff twins knew it would be nighttime in New York, so maybe they should rest regardless of the jet lag. While Pietro and Wanda set off to find a place to sleep, Helen returned to the room and examined the progress on the body in the Cradle. It was almost finished with constructing the abdomen and according to the data on the screen, it would soon start working on the arms. Then again, something popped into the Korean doctor's head.

"This body will need a base consciousness," mentioned Helen, "how are you going to find one?"

"I could find an AI for the body when it's finished," replied Ultron.

Before Helen could respond, Steve entered the room, catching Ultron's attention as he sighed.

"Again?!" exclaimed Ultron.

"Nat and Clint have landed outside the city and are waiting for my signal," explained Steve.

Ultron gave Steve a blank stare while the super soldier made a brief glance at the scepter, noticing that its gem was shattered.

"Define signal," beckoned Ultron.

"Let's just say if Thanos or any of his followers attack the lab, we get this body out of here," clarified Steve, "did you already install the Infinity Stone into it?"

"I did," nodded Ultron.

Steve examined the body in the Cradle as glowing lasers continued to weave it with tissue and vibranium.

"Is the magic stone that dangerous?" asked Helen.

"I heard that it's really powerful," answered Steve, "if someone fires at the Cradle, it's possible that the gem might level the city."

That answer sent a chill down Ultron's spine…if he ever had one. Based on Wanda's vision from the Mind Stone, maybe firing at the Cradle would be a fatal mistake for the people in Seoul. He turned his head, surveying the area outside a building in case Thanos ever showed up. For now, Ultron would still need time before his android comrade was completed.

* * *

 **Please leave a review, so Ultron and Loki would be happy.**


	14. Korean Street Chase

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

At the moment, it was early evening in Seoul, but Ultron was aware of the different time zones, so he knew that New York's time was far behind, probably in the morning. He noticed that Steve only slept for a couple hours and then he patrolled the lab in case there was danger, which would seem strange to anyone. Ultron did some research on the Internet and learned of the serum that Howard Stark injected into Steve, turning him into a super soldier. The sentient robot made a mental note to schedule an appointment with Captain America so he could study the biological effects of the serum. If he could ever replicate that serum, it could be possible to push humanity to evolve, but would Steve allow that? Ultron snapped out of his thoughts when he noticed another drone enter the room, focusing its optics on him. It sent him a com-link message, allowing him to read it through his processor.

"Thank you for telling me," praised Ultron.

"Wait, what's going on?" paused Steve.

Ultron turned his head at Steve just as the drone stepped outside the room.

"Thanos is halfway complete with the artificial meteor," clarified Ultron, "it will be in full operation in eighteen hours."

"I hope we have enough time," sighed Steve.

Helen entered the room, having finished her dinner just as the Cradle started beeping. The Korean doctor examined the android body one more time.

"It's finished," Helen announced in a calm tone.

Ultron gave Helen a soft smile.

"Thank you, Helen," replied Ultron, "I'll return the Cradle to you once I activate the comrade."

Ultron gently kissed Carol's forehead, causing her to moan as she slowly opened her eyes.

"Ultron?" whispered Carol.

"Did you get a good sleep?" purred Ultron.

"I guess," nodded Carol.

Carol sat up and stood from Ultron's lap, only for Steve to realize that she hasn't put any pants on once the blanket dropped to the floor.

"I'm…going to give you some time to change," stammered Steve.

Steve left the room, allowing Carol to put on her panties and a pair of shorts from her handbag. While she was slipping on her boots, Pietro and Wanda entered the room.

"Are you awake now?" asked Ultron, "we'll need to move soon."

"Are we in a hurry?" paused Wanda.

"Thanos will not hesitate to extinguish life on the planet," replied Ultron.

Helen pressed on a few buttons that closed the casket, allowing the drones to unhook it while Steve entered the room and Carol stashed her passport into her handbag. Ultron suddenly picked up a hostile signal from outside the lab.

"There's incoming," Ultron muttered.

Without warning, Goliath suddenly crashed through the wall, eliciting a scream of panic out of Carol as the robotic menace trudged towards the cradle, his arm cannon at the ready. Before Steve, Pietro or Wanda could try to stop him, Goliath fired at the Cradle, but Helen thought fast and jumped in the way, the plasma blast hitting her in the arm. She fell to the ground, curling up in pain while Steve threw his shield at Goliath, knocking him back and allowing Wanda to use her scarlet energy to fling him out of the room.

"How did Thanos know where the scepter was?" warbled Carol.

"I'll bet he's trying to get the stone before he destroys us," assumed Steve.

The drones started rolling the Cradle out of the lab while another drone called for an ambulance after inspecting Helen's wound. Pietro lifted Wanda into his arms and sped out while Ultron lifted Carol into his arms and led Steve through the lab, following the drones with the Cradle. Steve pulled out his smart phone and contacted Natasha and Clint.

"Hey, are you awake?" Steve asked.

"We're starting up the quinjet soon. Why?" Natasha replied over the com-link.

"Ultron just finished building his friend and Thanos started sending his followers after the gem," explained Steve.

Ultron, Carol and Steve reached the exit of the lab while making a beeline towards one of the trucks.

"Then we'll need to determine a rendezvous point before Thanos steals the stone," Natasha suggested over the com-link, "should we fly over to the lab?"

"Either that or we could deliver the package to you," replied Steve, "according to Ultron, we have eighteen hours to get the Cradle to Stark, activate the android and fly to Sokovia."

"Got it," Natasha nodded over the com-link, "Black Widow out."

Steve ended the com-link and set off to help the drones load the Cradle into the trailer of the semi truck. Once they locked it into place, Ultron and Carol stepped inside the trailer with a couple of drones while Steve and the remaining drone entered the cabin. The drone activated the ignition and drove the truck out of the facility's parking lot, entering the highway. The super soldier pulled out his smart phone and activated its GPS, allowing the drone to read it and calculate the distance to the rendezvous point. He peered at the outside mirror and noticed Goliath flying out of the lab at a distance. He had a sneaky feeling that this robotic menace might start pursuing them.

Little did the super soldier know, Goliath located Nebula at a loop in the highway so he landed in front of her and handed her the scepter.

"What happened to the scepter?!" demanded Nebula, "the gem is gone!"

"The Avengers extracted the Mind Stone," answered Goliath, "they must've placed it in the casket."

Nebula groaned in frustration, only to notice the truck about to drive underneath the loop.

"All right," advised Nebula, "I'm going in. Cover me."

With the scepter in her hands, Nebula sprinted across the highway and jumped off, landing on the roof of the truck.

Ultron heard the loud thud on the roof of the truck, and concern filling his optics.

"No, no, no, no," Ultron muttered to himself.

Carol fidgeted nervously as Ultron kept his hearing vigilant while the footsteps wandered from the roof of the truck until he heard someone grasp onto the door. The sentient robot had a sneaky suspicion that the journey back to the Avengers tower wouldn't be so peaceful.

"Leave me alone!" Ultron shouted.

Without warning, Ultron fired a concussion blast at the doors, knocking it open and slamming Nebula into the side of the truck. Still, she held on and using her foot, she pushed the door and swung it closer to the opening of the trailer, but Ultron fired another concussion blast that knocked the door off. The cyborg assassin jumped off and grabbed onto the edge of the roof before climbing on. Steve heard the commotion, so he opened the door and climbed onto the roof while the drone was still driving.

"Hey!" called Steve, "why don't you pick on someone your own size?"

Nebula paused in her tracks and turned her head at Steve.

"I have unfinished business with your robot friend," snarled Nebula.

"Then let me take that time off your schedule," remarked Steve.

Furious, Nebula charged at Steve with the scepter at the ready, but just as she swung the scepter's blade at Steve, he blocked it with his shield. Nebula wasn't willing to give up, so she started swinging her scepter at the super soldier, but he smacked the scepter's blade aside with the shield. During that time, Ultron stood to his feet and placed his hand onto Carol's shoulder.

"Wait here," advised Ultron.

Ultron emerged from the trailer and flew to the roof just as Steve threw his shield at Nebula, but she knocked it aside, sending it tumbling onto the street. She was about to lunge at the super soldier when Ultron used his anti-grav tech to yank Nebula backwards, though she maintained her balance.

"You know what's in that cradle?" growled Ultron.

Nebula spun around until she was face to face with Ultron.

"Something that rightfully belongs to Thanos!" hissed Nebula.

"No, it's the power to make real change," Ultron corrected in a harsh tone, "and that terrifies you."

"Nothing frightens me," barked Nebula, "not even you!"

Nebula charged at Ultron and swung the scepter at Ultron, but the sentient robot smacked it out of the way before firing a concussion blast at her, causing her to leap into the air to dodge it. Steve also parried the blast and charged in to assist Ultron, but he didn't see Goliath charging at him until he felt a fist gut him in his stomach as the robotic menace with the violet optics wrapped his hand around the super soldier's neck. Just then, Pietro sped into the trailer with Wanda in his arms and lowered her to the floor, both twins making a stance in case either of Thanos's followers ever charge after the Cradle.

"You guys," protested Carol, "Ultron and Cap can handle this."

"What choice do we have?" remarked Wanda.

Meanwhile, Clint hovered the quinjet a few meters at a distance from the truck as Natasha opened the hatch, revealing her motorcycle before mounting it.

"Got a window," announced Clint, "four, three, give him hell."

The quinjet lowered itself closer to the street, allowing Natasha to emerge through the hatch and land her motorcycle onto the street. She raced between the traffic to catch up with the truck when she noticed the shield on the ground. She leaned her motorcycle to her left and reached down before picking up the shield.

"They're heading under the overpass," Clint reported over the com-link, "but I've got no shot."

"Which way?" asked Natasha.

Natasha continued to meander through the traffic.

"Hard right," Clint paused over the com-link, "now!"

Upon cue, Natasha made a sharp turn to the right and rode through a narrow street. Meanwhile, while Steve slipped out of Goliath's grip and tried to grapple the robot's neck, Ultron tried to knock Nebula aside so he could help the super soldier, but with each strike from his hand, Nebula quickly recovered and smacked the scepter at Ultron's chest. Goliath spun around and grabbed Steve's neck again. While Ultron fired a concussion blast that knocked the scepter out of Nebula's hands, Natasha emerged from the alleyway and skidded underneath the truck and she tossed the shield back to Steve, allowing him to knock Goliath off of him. While Goliath used his anti-grav tech to rip out a large piece of pavement from the ground, so Natasha had to stop to avoid colliding with it. She maneuvered her motorcycle around it while Nebula pulled out her electroshock batons and turned her attention at Steve while Goliath charged at Ultron. Ultron ripped out a piece of a nearby building with his anti-grav tech and slammed it into Goliath, who swung his hand-flail to smash the debris in half, rendering the shorter robot's attack pointless. Natasha still sped after the truck while Nebula and Steve clashed at each other with their weapons. The Russian Avenger noticed a few more of Ultron's drones descending from the sky and making a beeline towards the truck.

"Something tells me Ultron called for reinforcements," said Natasha.

Nebula broke free of the clash and sprinted towards the entrance of the trailer. She jumped inside, but Wanda quickly generated an energy shield just as the alien cyborg assassin slammed her electroshock batons onto the shield. While Pietro held Carol protectively, the drones inside the trailer fired at Nebula, knocking her out of the trailer. Ultron fired a concussion blast at Goliath to stun him long enough to use his anti-grav tech to rip a large piece of pavement from the ground, keeping Nebula at a distance.

"Nice one!" Steve quipped, "but we have one more menace to take care of."

Steve threw his shield at Goliath's back before he could strike Ultron, catching his attention. While Natasha jumped off the motorcycle and boarded the trailer, Wanda levitated herself out of the trailer and onto the roof.

"Wanda?" paused Ultron.

Two of Ultron's drones attached themselves to the side of the truck while Wanda fired energy bolts at Goliath in an attempt to knock him off. Goliath prepared his hand-flail, but Ultron, Steve and Wanda thought fast and stood side by side. The super soldier threw his shield at Goliath's hand-flail while Ultron fired his concussion blast at the taller robot. With all her mental strength, Wanda conjured scarlet energy and lifted Goliath into the air and threw him into a building. Ultron flew off the roof and used his anti-grav tech to restrain Goliath with a metal sign.

"You think you can save the humans?" growled Goliath.

"You could say I'm their shepherd," remarked Ultron.

Ultron flew off while Goliath struggled to free himself. The sentient robot caught up with the truck and landed on the roof.

"I'd say we took care of our pests," said Ultron.

"Great!" advised Steve, "now get Carol to safety. We'll get the Cradle to the quinjet."

Ultron nodded in agreement, so he flew into the trailer and motioned Pietro to step aside as he stepped towards Carol.

"Is it over?" clamored Carol.

"For now," replied Ultron, "but they could still catch up."

Ultron gently lifted Carol into his arms, allowing her to wrap her arms tightly around him.

"What about the Cradle?" reminded Carol.

"We can take care of it," Pietro assured Carol.

"Ok," nodded Carol.

Ultron stepped towards the entrance of the trailer and flew out of the truck with Carol in his arms. While the drones in the trailer emerged from it, one of them carrying Pietro, Natasha held onto the Cradle, waiting for the trailer to become airborne. Two of the drones lifted Steve and Wanda into their arms before taking off and the drone in the cabin stopped the truck and stepped out before detaching the trailer. Seconds later, the drones on the sides of the trailer activated their rocket boosters on their feet and opened their faceplates wide, activating the rocket boosters in their mouths that lifted the trailer into the air. Clint hovered the quinjet and positioned it before opening the ramp, preparing it to receive the package.

"Don't you get irritated when Ultron tells you his crazy ideas?" Clint asked over the com-link.

"Not as crazy as our previous enemies," remarked Natasha.

While the drones in the air brought Steve, Wanda and Pietro inside the quinjet, Natasha started cutting through the harnesses holding down the Cradle. Once she cut the other harness, she mounted onto the Cradle with a hard grip as it slid out of the trailer, falling into the waiting bay of the quinjet.

"Nice catch!" called Steve.

Natasha dismounted the Cradle and slammed her hand onto the button that closed the ramp. Clint could see Ultron's drones retreating to the sky while two of them detached themselves from the trailer and detonated it in midair.

"Ok, Hawkeye," announced Natasha, "we secured the package."

"Yeah, but we lost Carol," reminded Clint.

"Don't worry," Steve assured Clint, "she's with Ultron. She'll be ok."

Sighing, Clint flew the quinjet out of Seoul, not wanting to avoid further attention from the civilians.

* * *

Meanwhile, Goliath freed himself from the sign and landed on the ground. He scanned the surroundings only to find that the Mind Stone was gone. He growled in disappointment until Nebula stepped towards him, putting away her electroshock batons.

"The Mind Stone disappeared," growled Goliath.

"Is your pride so important to you?" sneered Nebula.

Goliath focused his purple optics on Nebula.

"My only pride is my service with Thanos," corrected Goliath.

* * *

 **Please leave a review, so Ultron and Loki would be happy.**


	15. The Rise of Vision

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

After a couple of hours in flight, Clint landed the quinjet at the deck of the Avengers Tower. He opened the ramp, allowing Steve, Wanda, Pietro and Natasha to roll the Cradle out of the ship and into the building while he followed them.

"I don't know where Ultron got the idea to create a vibranium comrade," commented Steve, "but if Mr. Stark agrees to the idea, I have a feeling that it won't end well."

Steve, Natasha, Clint, Pietro and Wanda rolled the Cradle into the lounge and through the corridor until they reached the lab. There, Tony was running some diagnostics on the computer while Ultron sat in a chair with cables attached to the back of his neck.

"May I ask what's going on?" paused Clint.

Upon hearing Clint's voice, Tony turned his head at the sharpshooter.

"Stark here suggested that he diagnose my consciousness," explained Ultron.

Tony shifted his attention to Ultron.

"I just want to make sure your programming is running smooth," clarified Tony, "you wouldn't want it to glitch out, would you?"

"And how bad can I glitch out?" Ultron remarked while tilting his head.

"Ever heard of Terminator?" asked Tony.

Ultron shook his head, but then he set off to look up the term on the Internet.

"Is it a movie series about robots with Artificial Intelligence trying to exterminate humans?" Ultron had to guess.

"Yeah," nodded Tony.

"Then please don't compare me to the Terminators," warned Ultron.

Steve glanced down at the Cradle.

"Should we leave the Cradle here?" asked Steve.

Tony shot a glance at the Cradle.

"Oh, you got me a present?" chirped Tony.

"I'll need your help developing a sentient consciousness for the comrade," requested Ultron.

"Maybe after breakfast?" answered Tony.

"Where's Carol?" demanded Natasha, "I don't see her."

"She's helping Dr. Banner with making breakfast," answered Tony, "she and Ultron came here several minutes ago. Are you guys hungry?"

"Yeah," nodded Steve, "fighting bad guys always makes us hungry."

Steve, Natasha, Clint, Pietro and Wanda left the lab, leaving Tony to continue the diagnostics until he finished.

"Ok, Junior," announced Tony, "you're set to go."

Tony removed the cables from Ultron's head, allowing him to stand from his seat.

"I'm going to get some breakfast," continued Tony, "would you like some?"

Ultron furrowed his optics at Tony and folded his arms while he tilted his head.

"You know I can't eat," reminded Ultron.

"Well, you've got to be fueled by something," shrugged Tony.

Just then, a couple drones entered the lab.

"I suppose I can join you," replied Ultron, "do you mind if my followers hook the Cradle to your computers?"

"Go ahead," nodded Tony, "just tell them to wait for me to come back to the lab."

Tony and Ultron stepped out of the lab while the drones rolled the Cradle closer to the computers and started hooking it up. They entered the kitchen, where Bruce and Carol were making ham and egg crepe squares while Rhodey and Sam were eating their breakfast and the other Avengers waited their turn before serving themselves.

"Hi, Mr. Stark!" chirped Carol, "we got some crepe squares ready!"

"Thanks, Carol," smiled Tony.

"Why don't you serve some for yourself?" suggested Ultron, "I'll take over for you."

Ultron stepped into the kitchen and ruffled Carol's hair with his hand, causing her to giggle in response. Carol stepped away from the stove and served herself a couple ham and egg crepe squares while Ultron took over the cooking. After Carol served herself some coffee, she walked over to the table and started eating. Minutes later, Tony served himself his breakfast and sat down next to Carol.

"So," asked Tony, "did Junior let you play with the Cradle?"

"Not really," admitted Carol, "he and Dr. Cho were the ones operating it."

"So why were you in South Korea with him?" inquired Tony.

Carol placed her finger on her chin after she took a sip of her coffee.

"We kinda borrowed the Cradle to make some…preparations for our relationship," answered Carol.

"How?" paused Tony.

Steve sat across from Carol while Natasha and Clint sat next to each other. Pietro and Wanda sat on Steve's left side before they all started eating.

"He made my pussy more durable so it can withstand metal!" chirped Carol.

Clint almost snorted into his coffee and snapped his head at Carol.

"W-What?!" warbled Clint.

"Oh, god," Tony grumbled as he facepalmed.

Rhodey, Sam, Natasha, Steve, Pietro and Wanda gave Carol some blank stares.

"Do I even want to know how Ultron did that?" sighed Sam.

"By infusing vibranium into it," shrugged Carol.

Ultron and Bruce overheard the commotion and turned their heads over their shoulders for a moment.

"Yeah," sighed Bruce, "I sometimes wonder why Stark got me involved in creating you."

"You should at least get something to eat," advised Ultron.

Nodding in agreement, Bruce served himself his breakfast and sat down to Tony's left before he started eating.

"Are you sure you're going to be ok when you're around Ultron?" asked Tony.

"I'll be fine," Carol assured Tony, "I got along with him just fine so far."

"Well, there's that," nodded Bruce, "and then there's also planning for Thanos we have to deal with."

By nine thirty, Ultron noticed Thor entering the kitchen, followed by three men and a woman in Asgardian armor.

"I have returned with some help!" announced Thor.

The Avengers instantly had their eyes glued onto Thor.

"And what kind of help did you bring?" asked Clint, "friends?"

Ultron turned his head away from Thor and set off to finish cooking the last crepe square. The Asgardian prince took a few steps forward.

"Yes, these are Fandral, Volstagg, Hogun and Sif," Thor explained, gesturing to his friends standing behind him.

Steve just finished his breakfast and stepped towards the Warriors Three, extending his hand.

"Nice to meet you," said Steve, "I'm Captain America."

"Thor told us all about you," replied Fandral.

Fandral took Steve's hand into his and shook it.

"He told us Thanos is threatening to destroy Midgard," added Sif.

"Our people have aided the Midgardians in the past," continued Hogun, "we can still aid them at this desperate hour."

Ultron finished cooking the breakfast and turned off the stove before stepping towards Thor.

"How did you get reinforcements?" paused Ultron.

"Loki suggested that I let them assist in the upcoming battle," whispered Thor.

"Ah, I understand now," mused Ultron.

"And the Mind Stone?" asked Thor.

Just as Carol finished her breakfast, she heard those words and turned her head at Thor.

"Wait, the what?" paused Carol.

"The Mind Stone is the Infinity Stone in the scepter," answered Thor.

"Was," corrected Ultron, tilting his head, "I placed it into the android comrade. Are you hungry right now?"

"No," answered Thor, "we already had our breakfast in Asgard."

In a short while, the rest of the Avengers finished their breakfast and cleaned up the mess while Steve and Clint put away the leftovers.

"So, where's the comrade?" asked Thor.

"It's in the lab," answered Tony, "right this way."

Tony led Carol, Ultron, Thor, Steve, Bruce, Natasha, Clint, Pietro, Wanda and Sam while Rhodey started giving the Warriors Three a tour around the tower. Once they reached the lab, Tony approached the computers and started analyzing the contents of the Cradle.

"You do realize the last time we tried to create a defense program," reminded Bruce, "it attacked everyone in the room, right?"

"Until Carol stopped him," remarked Tony.

"This is nuts," Bruce muttered to himself.

Tony reached the android's processor and read a message that said something about installing a user interface to activate it.

"Ultron, should we try creating a UI for your little creation?" asked Tony.

"Did you forget that I suggested it first?" reminded Ultron.

Thor couldn't help but laugh at that comment.

"Sir?" interrupted Jarvis, "if I may speak, I am willing to volunteer to give this creation new life."

"You want me to install you into the android?" clarified Tony.

"Do you have my permission, sir?" insisted Jarvis.

Tony gave everyone in the lab a blank stare in a moment of silence.

"Is something wrong, Stark?" Ultron asked, concerned.

"You know," admitted Tony, "I named him after my butler, and I can remember we were really close until he died."

"I read the file," replied Ultron.

"Yeah…but," sighed Tony, "I'm not sure if I'm ready to part with Jarvis, especially after all we've been through even before I became Iron Man."

Tony started to lower his head, so Ultron cautiously approached him and gently placed his hand on his shoulder.

"I might be still researching life among the humans," Ultron said softly, "but I think I understand one thing…that humans can feel grief for their loved ones. I know this, because…"

Ultron turned his head at Carol before shifting his attention to Tony.

"When Thanos kidnapped her," continued Ultron, "I thought I would lose her."

Tony lifted his head and placed his hand on Ultron's face, causing him to lean into the touch.

"You know," Tony whispered, "I really appreciate you for understanding me."

"Anytime," smiled Ultron.

After a short moment of silence, Ultron removed his hand and took a step back.

"Jarvis," asked Tony, "are you still willing to go through with this?"

"I'm willing to give it a go," nodded Jarvis.

"Then let's get to it," replied Tony.

Tony and Bruce stepped towards the computers and initiated the transfer procedure. The other Avengers in the room could only watch, although they were wondering whether the android in question would be friendly or hostile.

"This framework doesn't seem compatible," Tony muttered to himself.

"I hope the schematic is ready for uploading by the next three minutes," replied Bruce, analyzing the android in the casket, "the genetic coding tower is at ninety-eight percent."

"And maybe I could run some diagnostics so Goliath wouldn't try to hack into Ultron's creation here?" added Tony.

"That, too," nodded Ultron.

Tony and Bruce continued to upload Jarvis into the body, but it seemed to be taking forever. Carol checked the time on her smart phone indicating that it was now nine forty-five. How long was this process going to take? In a matter of moments, Thor sighed out of boredom.

"Do you have any problems?" asked Thor.

Bruce and Tony shifted their attention to Thor.

"This process is pretty slow," answered Bruce, "so I don't know how long it'll take before it's finished."

"Thanos does not wait," warned Thor, "he might be wanting to destroy Midgard as quickly as possible, so allow me to assist."

"And how are you going to do that?" remarked Natasha, placing a finger on her chin.

Thor turned his head at Natasha and grinned.

"Watch," he advised.

With the Mjolnir in his hand, Thor marched up to the Cradle, raised the hammer into the air to draw lightning until it was fully charged, and then he lowered the Mjolnir and overloaded the Cradle with a powerful burst of electricity.

"You couldn't think of anything crazier, could you?" commented Bruce.

"And we look like mad scientists," mused Tony.

After a few moments, the electricity dissipated and Thor took a few steps back just as the casket opened up. A robot hybrid of red and green emerged from the Cradle, kneeling on the edge before focusing its optics on Thor while Wanda gazed at it in awe. While slowly standing up, it scanned the room and began hovering around the lab, carefully examining the Avengers, the Maximoff twins, Carol and Ultron while passing by as if it was trying to understand what was going on. Once it stopped in front of Thor, it descended onto the floor.

"This is…odd," it said.

The android began materializing a suit and after making a glance at Thor, it materialized a cape.

"Considering how Thanos wants the Infinity Stones," commented Steve, "I can understand why you helped create this."

"Yes," agreed Thor, gesturing to the android, "but should he discover what became of the Mind Stone, he might go after Ultron's creation."

"I am not a child of Ultron," corrected the android, "nor am I Jarvis. I…I am."

Tony felt a chill sent down his spine.

"He still sounds like Jarvis," mentioned Clint.

"Then what should we call him?" clamored Carol.

"I looked in your head," reminded Wanda, "and saw annihilation."

The android turned its head at Wanda.

"Look again," it advised, "do you still see such destruction?"

Ultron tilted his head and placed a finger on his chin.

"That destruction spiraled from the Mind Stone," said Ultron.

"So is it on our side?" asked Steve.

"I don't think it's that simple," the android answered, "but…I am on the side of life."

"And Ultron?" added Sam.

The android turned its head at Ultron.

"His side is…questionable," the android said.

"Questionable how?" paused Ultron.

"Part of him has the potential to be dangerous," replied the android.

"So you're saying that he should be killed?" clarified Natasha.

Carol shook her head in disbelief and stood in front of Ultron, trying to protect him, which caught the android's attention.

"I don't want to kill Ultron," it admitted, "he's unique…and he's in pain, but that pain will roll over the Earth, unless…"

"Unless what?" interrupted Ultron.

"Unless he finds someone who loves him," the android concluded.

The Avengers exchanged confused glances. What did the android possibly mean? Ultron made a brief glance at Carol as questions began to fill his processor. Did the android's suggestion have something to do with her? Amidst the confusion, Carol took a few steps towards Thor, catching his attention.

"So, where did you see the Infinity Stones?" asked Carol.

"I had a vision about them, remember?" reminded Thor, "why do you ask?"

Carol clenched her right fist except for her index finger and raised it next to her hand.

"Ok then," chirped Carol, "let's call our new friend Vision!"

Within seconds, everyone focused their eyes on Carol.

"Why Vision?" paused Wanda.

"Don't you think the name makes sense?" clamored Carol.

"I think it does," agreed Vision.

"Even Vision agrees," mused Tony.

Nodding in agreement, Carol made a glance at her costume in a display behind the table supporting her alchemy gauntlet.

"Oh, cool!" chirped Carol, "you got my costume ready!"

"Yeah, Mr. Stark was trying to tell you that when he realized you left with Ultron," explained Bruce.

Carol skipped over to the display and examined the costume inside. She smiled, as it was clad within the spectrum of her favorite colors. She then examined her alchemy gauntlet once again. She could see a sturdy yet flexible tube attached to the gauntlet and the backpack. She turned on the gauntlet and the screen pad lit up while Tony stepped towards her. He opened a drawer and pulled out a small disk-like container that caught Carol's attention.

"Hey, it's just like the way I designed it," commented Carol.

"Exactly," replied Tony, "when you select the combination and the gauntlet mixes the ingredients, these disks are going to pop out of the hatch. All you have to do is to press these two buttons here to activate it. I suggest that you throw it after that. You don't want to get hit by the explosion, do you?"

"I'll keep that in mind," nodded Carol.

Carol turned off the gauntlet while Tony pulled out a cheat sheet before handing it to the teenage girl.

"Oh, is this the list of combinations I can use?" said Carol.

"Yeah," nodded Tony.

"And we need to get ready," reminded Ultron, "we have until half an hour after midnight to reach Sokovia prepared for battle."

* * *

 **Please leave a review, so Ultron and Loki would be happy.**


	16. A Period of Preparation

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

The Avengers knew they had no time to waste, so they would have to enter Sokovia prepared. While Ultron had one of his drones install sexual equipment into him in private, Carol sat down on the couch and carefully studied the cheat sheet. Natasha checked her inventory while Clint went to the closet to stock up on arrows, picking out various tips for his quiver. Pietro and Wanda stepped into the wardrobe, where Pietro found some flexible outfits which would be durable yet allow him to run comfortably. Wanda replaced her jacket and her shoes while keeping her dress. Steve didn't need much to prepare himself, but Sam stocked up on his ammunition to equip with his flight suit. Tony ran a few diagnostics until he found a hard drive containing the user interface FRIDAY, so he uploaded it into his suit. At the same time, Rhodey checked the inventory of his suit, making sure he was fully loaded before he would set off to battle. While Carol continued to study her cheat sheet, Ultron entered the lounge and sat down next to her, catching her attention.

"Oh," blurted Carol, "you're finished already?"

"I thought I'd keep you company," nodded Ultron.

Smiling, Carol leaned her head onto Ultron's side as he placed his arm around her shoulder. After a moment of silence, the sentient robot noticed that she started frowning.

"What's wrong?" paused Ultron.

"I'm worried," muttered Carol, "what if our plan fails?"

"I don't understand," replied Ultron.

Carol turned her head until her eyes locked onto Ultron's red optics.

"I-I don't want to die a virgin," Carol faltered.

Ultron gave Carol a soft expression while he cupped her face with his hand.

"I know you're scared," Ultron assured Carol, "but no matter what happens, I won't let you die."

"What about the Avengers?" reminded Carol.

"I'll make sure they survive in the event we fail," answered Ultron, "is that ok?"

"And…" replied Carol.

"We could search the planet for survivors and rebuild," added Ultron.

Carol climbed into Ultron's lap and gently embraced to him.

"I feel better now," smiled Carol, "thanks."

"Anytime," purred Ultron.

Ultron gently stroked Carol's hair as he held her close to his chest. She could feel it expanding and contracting as if he was breathing.

"Ultron?" asked Carol, "can I request something?"

"Go ahead," nodded Ultron.

"Once we save the world," requested Carol, "I want to have our first date on my birthday. Can you do that for me?"

Ultron tilted his head while he placed his finger on his chin. He began calculating the chances of success that would result from the battle, trying to figure out when they should head out to Sokovia. Could it be possible to foil Thanos's plan before he could finish the artificial meteor? He would have to check the progress before deciding whether the plan could work. He then shifted his attention to researching on dating.

"So, what would you like to do on our first date?" asked Ultron.

"I've always wanted to go to Six Flags Hurricane Harbor ever since I moved here," admitted Carol.

"I'll keep that in mind," nodded Ultron.

"Thanks!" chirped Carol.

Just as Carol scooted out of Ultron's lap, Rhodey entered the lounge.

"Carol," called Rhodey, "when was the last time you took a shower?"

Carol and Ultron turned their heads at Rhodey.

"Uhh, that would be five days ago," answered Carol.

"Then I'd suggest you take a shower," advised Rhodey.

Carol stood from the couch and placed her hands on her hips.

"What's the point of taking a shower if we're going to fight dirty?" objected Carol.

"It doesn't hurt to maintain your hygiene, does it?" mentioned Rhodey.

Carol stared at Ultron, uncertain of what she should say.

"You know, he does have a point," agreed Ultron.

"Really, Ultron?!" groaned Carol, trying to pout while she folded her arms.

"How about I shower with you?" suggested Ultron.

Carol unfolded her arms as she grinned.

"Ok, I can teach you how to take a shower!" chirped Carol.

"Ok, if you two start having shower sex," warned Rhodey, "they'll hear you."

Ultron gave Rhodey a blank stare.

"Who will?" paused Ultron.

"Just ignore him," Carol muttered.

Carol stashed the cheat sheet into her pocket and led Ultron out of the lounge. They found the shower stalls after taking an elevator to a lower floor, where they could see Bruce stepping out of the stalls in fresh clean clothes. They slipped into the shower room, where Carol slipped off her clothes before leading Ultron into one of the stalls. She turned the handle which activated the shower head, leaving them under a warm water spray. Carol grabbed the washcloth and rubbed a bar of soap into it before holding it out towards Ultron.

"Here," offered Carol, "I'll let you wash me first."

"Ehh, ok," Ultron slowly nodded.

Ultron plucked the washcloth out of Carol's hand and started washing her chest, slowly moving down to her stomach. He then moved to wash her arms and hands before allowing her to turn around and rinse while he set off to wash her back. After that, Carol turned around before Ultron knelt down and washed her legs. Once he finished, he was about to squeeze the soap out of the washcloth when she suddenly grabbed it.

"Hold on, Ultron," interrupted Carol, "why don't I wash you?"

Ultron chuckled before releasing the washcloth. Carol grabbed the bar of soap and rubbed it into the washcloth. She then started rubbing it against his chest, scrubbing out any grime that built up. She reached into the crevices while she washed his waist before moving to scrub the grime off his legs and then his feet. Carol stood up and washed the dirt off his arms. She felt tempted to let Ultron stand, but she knew she wasn't finished yet, so she started scrubbing his head, taking care to clean even his antennae. Ultron let out a pleased sigh as he gently ran his hand down Carol's back.

"Thank you, Carol," whispered Ultron, "I really appreciate it."

"You're welcome," smiled Carol, "maybe we can do this again sometime?"

Ultron chuckled as he stood to his full height, allowing the water spray to rinse off the soap.

"Whenever you wish for it," nodded Ultron.

Carol squeezed the remaining soap out of the washcloth before putting it away. She reached out and grabbed a bottle of shampoo and squeezed some onto her hand. She then scrubbed the shampoo into her hair, making sure it would clean off the grime she may have collected. Once Ultron finished rinsing himself off, he stepped aside, allowing Carol to step under the shower spray to rinse the shampoo out of her hair. By the time they both finished, Ultron reached for the handle and turned the shower off. They stepped out of the stall and grabbed the towels before drying themselves up. Carol grabbed her clothes and slipped them on. Just then, Natasha stepped into the shower room.

"Are you two finished?" asked Natasha.

Carol turned her head at Natasha.

"Yeah, I was just thinking of practicing my throwing for the upcoming battle," nodded Carol.

"You could practice with tennis balls in the gym," suggested Natasha.

"Thank you," replied Ultron.

Ultron led Carol out of the shower room and down the corridor until they reached the gym. Inside, Ultron walked over to the closet and rolled out a large basket of tennis balls, compelling Carol to pick out one.

"So, are you going to bring out the targets?" clamored Carol.

Ultron surveyed the room before stepping towards the wall, pressing his hand against the panel which caused holograms to appear in the virtual circle.

"Cool!" chirped Carol.

"The enemies you will be fighting will not stay still for you," explained Ultron, "even the Avengers know that. This can help you improve your aim and your reflexes. You understand where I'm going with this?"

"Ok, here goes nothing!" declared Carol.

Ultron rolled the basket within the virtual circle. Carol stepped into the circle and grabbed a tennis ball before throwing it at a hologram, but it quickly dodged.

"Hey!" exclaimed Carol.

"You're not going to be able to hit your target if you don't focus properly," reminded Ultron.

Carol grabbed another tennis ball and kept her eyes locked onto the hologram. She threw the tennis ball hard, and before the hologram could dodge, the tennis ball hit it on the shoulder, causing it to dissipate.

"All right!" chirped Carol, raising her fist into the air.

"That's it," praised Ultron, "keep going."

Carol grabbed another tennis ball and aimed carefully before throwing the ball at another moving hologram in the chest, causing it to dissipate. She grabbed another tennis ball and threw it at another hologram's head, making it dissipate instantly. Little did she know, Pietro and Wanda walked into the gym as Carol practiced throwing tennis balls while Ultron supervised her.

"Do we join in?" whispered Pietro.

Wanda couldn't help but giggle.

"We'll need to ask Ultron's permission, first," suggested Wanda.

Wanda slowly approached Ultron, catching his attention.

"Are you here to practice, too?" asked Ultron.

"You should add a feature where the holograms attack you," suggested Wanda, "they're not going to just move around."

Carol paused in her tracks and turned her head at Wanda.

"Seriously?" warbled Carol.

"Wanda has a point," agreed Ultron.

Ultron stepped towards the panel and activated a feature which caused the holograms to fire holographic bullets at Carol, which hit her in the arm and caused her to shout in surprise.

"Are you ok?" asked Ultron.

"I-I'm fine," Carol assured Ultron, "it didn't really hurt."

"The real thing is a lot worse," replied Wanda.

"Ok then, come on in!" beckoned Carol.

Wanda and Pietro stepped into the virtual ring as they and Carol started dodging virtual bullets from the holograms. While Wanda launched an energy bolt at one of the holograms, Carol grabbed a tennis ball and threw it at another while Pietro slammed into a few more holograms with his lightning speed. Perhaps this was worth getting ready to save the world.

* * *

That evening, after dinner, Carol stepped into the dressing room to slip on her costume, starting with her padded undershirt. Once she finished slipping on her boots to finish the look, she grabbed her backpack and her alchemy gauntlet before sprinting out of the dressing room and skittering into the lounge, where the Avengers, Ultron, the Maximoff twins and the Warriors Three were gathering near the entrance to the hangar.

"Ok, I'm ready!" chirped Carol.

"Do you feel confident in your skill?" asked Ultron.

"Just enough to survive the fight," nodded Carol.

Smiling, Ultron gently stroked Carol's hair with his hand. After that, everyone stepped through the door into the quinjet bay.

"This is going to be a long fight," said Tony, "if even one of Thanos's tin soldiers is left standing, we've lost."

"I've got no plans tomorrow night," replied Steve.

"I'll bet Thanos knows we're on our way there," mentioned Natasha.

Once they stepped closer to the quinjet, the ramp opened.

"Now, before we go," advised Hogun, "I advise you all to take these."

Hogun pulled out several vials of a strange substance and began handing them to the Avengers and Carol.

"What's this?" paused Carol, examining her vial.

"It's the Elixir of Energy," explained Hogun, "one drink and you'll feel wide awake for only a while. I assure you it will last during the battle."

Steve smiled as he stashed his vial into his pocket.

"I appreciate it," Steve said.

Once everyone except Ultron and Vision received their vials of the elixir, Thor, Hogun, Volstagg, Fandral and Sif stepped out onto the deck.

"Hey, where are you guys going?!" exclaimed Carol.

Sif turned her head at Carol.

"We're teleporting to Sokovia," answered Sif, "we'll meet you there!"

Hogun, Fandral, Volstagg, Sif and Thor held hands, and then the Asgardian prince twirled his Mjolnir before raising it high into the air, teleporting them away from the tower.

"We need to get going," advised Steve, "odds are we'll be riding into heavy fire, and that's what we signed up for."

"But for the people of Sokovia," added Natasha, "they didn't, so our priority is getting them out."

Tony, Steve, Natasha, Bruce, Clint, Pietro, Wanda, Rhodey, Sam, Vision, Ultron and Carol boarded the quinjet while Natasha sat in the pilot's seat.

"I've happened to look into human history and noticed their efforts to improve," mentioned Ultron, "I could simply encourage that improvement to continue."

"Yeah, but Thanos isn't willing to let that happen," replied Pietro, "he will stop at nothing to eliminate the Avengers, even if it means killing everyone on this planet."

"All the more reason to save the world," chirped Carol, "even Mr. Snoofles is counting on me!"

"Snoofles?" blurted Bruce.

"Carol's cat," clarified Ultron.

While the Avengers aboard the quinjet sat down, Natasha pressed on a button that closed the ramp and then turned on the ignition before taking control of the steering handles. The quinjet soon hovered into the air and took off into the sky. During the flight, Ultron gently took Carol's hand into his in an attempt to reassure her that it'll be ok. The flight lasted a couple hours, but the quinjet soon arrived at the outskirts of Sokovia, where Thor, Volstagg, Hogun, Fandral and Sif were waiting. Just as the Avengers disembarked the quinjet, Steve approached the Asgardian prince.

"Did you find any of Thanos's robots yet?" asked Steve.

"Not yet," answered Thor, "but some of the people are still asleep."

Clint scratched his head.

"That's going to be a problem," commented Clint.

Tony turned his head at Ultron.

"Junior, please refresh my memory," asked Tony, "but where did you find the top half of the vibranium core?"

"It's in a church in the center of the city," answered Ultron.

"So who's going to get first crack at the big guy?" insisted Tony.

"I'll let you go first," suggested Ultron.

"We must hurry," warned Thor, "Thanos will not wait forever."

Nodding in agreement, the Avengers, Ultron, Carol and the Warriors Three headed into Sokovia, filled with the determination that they wouldn't let Thanos win, knowing that his success would mean human extinction.

* * *

 **Please leave a review, so Ultron and Loki would be happy.**


	17. Sokovia Rises

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

Just before they began the evacuation, the Avengers drank from their vials and the elixir provided them enough energy to last the encounter since they don't have time to get some sleep. Thor burst into the secret passage of the abandoned Hydra base and wandered through the corridors until he reached the massive chamber where more drones were being forged, only they appeared to be different from Ultron's drones. Meanwhile, Pietro sped into the city until he entered a police station.

"We're under attack!" Pietro shouted, "clear the city, now!"

Pietro sped out of the building, but the occupants appeared to ignore his warning. Moments later, Pietro returned with an assault rifle and fired it at the roof, startling everyone in the building.

"Get off your asses," insisted Pietro.

Pietro dropped the assault rifle and sped out of the city while the occupants started getting ready to leave the building.

Outside, Wanda stood her ground and conjured scarlet energy that started spreading throughout the city, sending a mental command to leave the city. Most of the civilians were asleep in their homes, but when the scarlet energy reached them, they were woken from their dreams and they started getting ready to leave. Bruce, Natasha, Carol, Ultron, Volstagg, Fandral, Hogun and Sif patrolled the city streets for any homeless people while escorting the civilians to ensure they reached the outskirts of the city. Clint stood on top of a tall building while overlooking the civilians wandering through the streets. Rhodey, Vision and Sam patrolled the sky while Tony made a beeline towards the church in the center of the city while Steve stood in the middle of the street while directing traffic. He had to shout at the confused civilians to persuade them to calm down, knowing that Thanos would strike at any minute.

When Ultron noticed that the sun was rising, he checked the time in his processor, realizing that it was seven thirty in the morning for Sokovia.

"Thanos might be finished by now," Ultron said to himself.

Ultron took off into the air and soared over the city until he found Carol, compelling him to descend and land in front of her.

"Ultron?!" paused Carol.

"Thanos could be finished with the meteor now," reported Ultron, "we should find Stark."

Ultron lifted Carol into his arms and took off to the sky before making a beeline towards the church in the center of the city, where he could see Tony approaching the entrance. The sentient robot carefully landed behind the billionaire and lowered Carol to the ground.

"Come to confess your sins?" remarked Ultron.

Startled, Tony spun around until his eyes locked onto Ultron.

"I don't know," answered Tony, "how much time have you got?"

"Sadly, not enough," admitted Ultron, "Thanos will activate the meteor soon, so we need to hurry."

"That's why we came here to back you up," added Carol.

"Ok then, be careful," advised Tony, "we need to stall Thanos long enough to protect the people."

"Correct," agreed Ultron, "that was your mission, but in my mind, it's the right thing to do."

Tony led Carol and Ultron into the abandoned church, where they came across a throne-like chair in the center of the circular room. On the other side of the room, they could see Thanos appearing through the door.

"You know," commented Tony, "I thought you would be intimidating, but I guess I've seen worse."

Thanos turned his head at Tony.

"I am not moved by your pity, Iron Man," growled Thanos.

"I wasn't giving you pity," remarked Tony.

"Do you really think this meteor you created will be powerful enough to wipe out humanity?" taunted Ultron, "I did some calculations and noticed that even if you drop it down onto the planet, it wouldn't even come close to wiping out humanity completely."

Thanos glared at Ultron.

"So you interrupt my interrogation and then you mock my brilliant plan?!" roared Thanos, "you are pathetic for a robot!"

Carol stomped a few steps ahead of Ultron with her clenched fists, catching Thanos's attention.

"Don't talk crap about Ultron!" shouted Carol.

Thanos started to stomp towards Carol only to stop a couple steps.

"Oh, I almost forgot," blurted Thanos, "you're not Loki."

"So what?" snapped Carol, "you're still a piece of shit!"

Thanos charged at Carol with his fist at the ready, but Ultron fired a concussion blast that blocked the attack. Without warning, a vibranium cylinder burst through the floor in the center of the room and metal clamps locking it into position once it reached its full height.

"Well, you were right about there being a vibranium core here," Tony told Ultron.

Ultron nodded, compelling Carol and Tony to surround the cylinder and the sentient robot joined them, the three of them locking eyes on Thanos.

"Just because you're after the Avengers doesn't mean you have to sacrifice everyone to get rid of them!" snapped Carol.

"Oh, I could enslave the surviving humans once I'm through with you," growled Thanos.

"They will not easily comply to you!" warned Ultron.

"We'll see about that," smirked Thanos.

Thanos launched an energy blast at Carol, but Ultron pulled her into a protective embrace and received the blast from the attack, slightly damaging his back.

"Ah, I see why you set off to rescue the girl," commented Thanos, "you have a soft spot for her, don't you?"

Ultron turned his head and furrowed his optics at Thanos.

Outside, Goliath's drones began bursting out from the edges of the city, from the street and even the sewers and they flew into the air, firing at buildings and innocent civilians, sending them into a panic. One drone fired at Steve, but he blocked the shot with his shield before slamming it into the drone while Clint started firing arrows at some incoming drones climbing over the edge of the bridge. Bruce patrolled the streets when he saw a drone preparing to fire at a group of children, so he jumped in the way just as the drone fired and the shot hit Bruce in the back. It didn't necessarily injure him, but it triggered his anger just enough that he started transforming into the Hulk. He charged at the drone and ripped it apart with his bare hands, allowing the children to scurry to safety. Wanda shouted at the crowd to stay back as she generated a force field that blocked a few incoming shots from the drones. Thor began smashing his hammer at some drones charging at him underground while Pietro sped past a line of drones, shredding them to pieces in his wake.

Inside the church, Tony fired a repulsor beam at Thanos, but he blocked it with a force field. The titan launched energy blasts that knocked both Tony and Ultron out of the way, the sentient robot holding Carol close to him as he collided into a wall to protect her from injury from the impact. Thanos stepped up to the cylinder, turning its knob and activating the vibranium core.

"I will let you watch your world burn!" declared Thanos.

Without warning, the ground began to vibrate, slowly growing violent while the civilians scrambled to escape to the edge of the city. Seconds later, the edges of the city began to crack while some of the luckiest civilians made it over the edge. Underneath the city, Thor noticed the thrusters whirring to life, so he raised his Mjolnir into the air and lifted himself out of the underground. Steve stood on the bridge in horror as the city started lifting into the air. He knew this was part of Thanos's plan, but would the results even be catastrophic across the globe? He was not willing to risk it.

Inside the church, Ultron, Carol and Tony recovered and stood to their feet while Thanos gloated with his arms folded and his chin held high.

"You are making a terrible mistake!" yelled Ultron.

"You could just join me, Ultron," offered Thanos.

"No thank you," Ultron declined, "I am my own master."

Thanos unfolded his arms and fired an energy beam at Ultron, who retaliated with a concussion blast from his hand. Tony also fired a repulsor beam that began to push Thanos backwards away from the cylinder.

"Let's see if this works," Carol muttered to herself.

Carol turned on the gauntlet and tapped on the screen, selecting ingredients that slipped through the tube and allowing the gauntlet's mechanics to mix them and deposit them into a disk. The gauntlet released the disk through the hatch, so Carol grabbed it and positioned her fingers at the side buttons just as Ultron and Tony's attacks dissipated, leaving Thanos at the entrance to the church.

"Get out of here!" yelled Carol.

Carol pressed down on the side buttons and threw the disk at Thanos just as he was staggering to his feet. Seconds later, the disk exploded, flinging the titan out of the church.

"Nice one," praised Tony.

"Yeah, but I think the city is going to start flying soon," reminded Carol.

"It already has," replied Ultron.

Just then, Fandral and Volstagg entered the church.

"What happened?" demanded Volstagg.

"Thanos just turned on the meteor," answered Tony.

"Ok then," advised Fandral, "you three take out the followers. We'll guard the core."

"What if Thanos comes back or what if Goliath appears?" reminded Carol.

"Not to worry, fair maiden," Volstagg assured Carol, "we have this covered."

While Fandral and Volstagg surrounded the cylinder, Carol nodded in agreement before following Ultron out of the church. Tony flew out of the church and watched as the city climbed higher.

"FRIDAY?" paused Tony.

"Sokovia is going for a ride," answered FRIDAY.

On the ground, the civilians that barely managed to escape watched in horror as dirt and debris fell from the rising city. Even the abandoned Hydra base began crumbling to pieces. Hogun and Sif set off to continue evacuating the buildings while Iron Man floated outside the city and scanned the vibranium core.

"The vibranium core has a magnetic field," reported FRIDAY, "that's keeping the rock together. If it drops now, it could kill civilians within a hundred mile radius. If it reaches higher, the results could be catastrophic."

"We've got to find a way to get the civilians off the city before we blow it up," Tony muttered to himself.

Tony flew back towards the city and found a family trapped in a tall apartment building that creaked on the edge of the climbing meteor. He burst through the door and came face to face with the family huddled inside.

"Uh, hi," instructed Tony, "I'm here to help, so why don't you get in the tub?"

Upon cue, the family gathered into the bathtub, and then Tony lifted it into his arms and flew out of the apartment building through the window, not daring to look back at the building as it tumbled down the edge. Once he reached a safe distance, he set the tub to the ground. Meanwhile, drones were charging at Carol and Ultron as they scurried down the street. Carol tapped on the screen, prompting the gauntlet to absorb the ingredients and mix them before depositing them into a disk. She activated the disk and threw it at a few drones, causing an explosion that tore them into pieces. At the same time, Ultron fired a concussion blast that destroyed a drone that attempted to shoot Carol. Above the city, Rhodey and Sam dived down on the airborne drones and fired away at them while dodging their shots. At a distance, Vision could see Goliath raining fire at the surrounding buildings, so he closed in and fired a beam from the Mind Stone at Goliath, hitting him in the arm and catching his attention.

"You!" exclaimed Goliath, "you took away the Mind Stone from my master!"

Goliath charged at Vision, but the synthetic android simply floated out of the way.

"You set the terms," said Vision, "you can change them."

"So you're willing to defy the mighty power of Thanos?" growled Goliath.

Vision didn't say anything, but he closed in on Goliath and dug his hands into the robotic menace's head, attempting to override the obedience code while Goliath struggled to free himself from Vision's grasp. Vision was only halfway through Goliath's coding when the robotic menace blocked the interference, allowing Goliath to break free, grab Vision by the neck and slam him down onto the ground.

"I will be taking the Mind Stone, now," declared Goliath.

Goliath was about to rip the Mind Stone from Vision's forehead when suddenly, a piece of a drone slammed into him, knocking him off of Vision. Goliath turned his head until he locked his purple optics on Wanda, as she held drone pieces in midair with scarlet energy in her hands.

"Insolent witch!" snarled Goliath, slowly standing to his full height.

"You back away from him," growled Wanda.

"Oh, so unwise," replied Goliath.

Goliath trudged towards Wanda with his hand-flail at the ready. Without warning, Natasha appeared out of nowhere and stabbed her electric baton into Goliath's leg, causing him to shout in pain. Seconds later, the Hulk charged in and punched Goliath hard in the chest, sending him flying while Vision staggered to his feet and floated off the ground.

"I thank you for that," praised Vision.

"Thanos is still wandering around somewhere," replied Natasha.

Meanwhile, Steve was still standing on the bridge when a drone slammed into him and sent him colliding into a car. He slowly slipped off the car and landed on his feet before flinging his shield at another drone.

"Ok," Steve announced through his com-link, "the plan is simple, we take out as many drones as we can until we can get the civilians off this rock. You get hurt, hurt them back. You get killed, walk it off."

Just as he finished his announcement, he heard someone screaming, so he turned his head and laid his eyes on a red car that was at the edge of the bridge. He sprinted over to the car and grabbed the bumper, but before he could instruct the woman in the car to climb out, the car detached from the bumper and started plummeting to the ground below. She screamed until Thor flew by, grabbed her out of the car and flung her upwards. Seconds later, Steve reached down at the edge of the bridge and grabbed her arm.

"I got you," Steve assured the woman, "just look at me!"

Steve pulled the woman closer to him before he climbed up the edge of the bridge. A drone flew in and was about to fire at them, but Steve blocked the shot with his shield before throwing it at the drone, cutting into its chest. He drew the shield back, which flung the drone off the bridge as the woman scrambled for safety. Just then, Thor landed on top of another drone.

"Just how many are there?" asked Thor.

"Ultron said that Thanos took control over one-hundred twenty-eight of his drones and modified them," answered Steve, "I guess they've multiplied since then."

Thor and Steve sprinted off the bridge and into the city.

"So what do you have in mind once we move the people to safety?" clamored Thor.

Thor smacked a drone aside with his Mjolnir.

"Ultron suggested that either he or Mr. Stark create a heat seal to supercharge the spiral from below," explained Steve, "and one of us can smash the core in the center of the city."

"I could do that for you if you'll allow it," offered Thor.

"Try sending that request to Ultron," suggested Steve.

Just then, Natasha sped through the city and short-circuited one drone's legs while jabbing her baton into another drone's neck, watching as it collapsed. Steve threw his shield, allowing Thor to smack it with his hammer, sending the shield ricocheting between drones. The Asgardian prince jumped up into the air and spun around, smacking back some drones while one of them slammed into a gas truck, triggering an explosion.

Clint scampered through the city and ducked into a nearby alleyway before firing a set of arrows at a few airborne drones. Seconds later, Pietro sped through a horde of drones on the ground and ripped them to shreds like lightning. Without warning, an airborne drone slammed into Pietro, sending him rolling down the block while Clint shot it down with an arrow. The agent sprinted to Pietro's side and helped him to his feet.

"You ok, kid?" asked Clint.

"It wasn't so bad," replied Pietro.

On the ground below, Nebula wandered through the thick forest until she found the quinjet sitting on the ground. Smirking, she slipped inside and turned on the ignition before pressing on a button to close the ramp. Once the cyborg assassin took control of the steering handle, she started taking off in the quinjet.

* * *

 **I may have realized that the Marvel franchise already has a character named Goliath, but I guess it's too late to change the name of Thanos's robot follower. I would really appreciate it if someone drew my Marvel OC Goliath because I'm not sure if I could do it myself. Goliath here has the body of Ultimate Ultron (the Ultron that appears in the battle of Sokovia), the head of bayverse Megatron, the claws of bayverse Megatron and purple optics and he's ten feet tall.**

 **Please leave a review, so Ultron and Loki would be happy.**


	18. The Avengers Save the World

**Wow. Two chapters in one sitting. Anyways, let's continue as the Avengers fight in Sokovia to stop Thanos and his evil plans.**

 **I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

As the city continued to climb high, Steve tossed the shield to Natasha, allowing her to raise it to protect herself from the incoming shot from a drone before she began smacking it with the shield. She tossed the shield back to Steve, allowing him to slam it into the drone. At another part of the city, several drones surrounded several teenagers and forced them to huddle in the center of a circle that the drones formed. Thanos marched towards the opening of the circle, the menacing grin intimidating the teenagers.

"What's the matter?" smirked Thanos, "are you scared? Good, you can either join me or die."

"W-We don't know you!" protested a teenage girl.

"You don't?" mocked Thanos, "that's a shame."

Thanos was about to give a command to the drones when Ultron appeared from behind and yanked him backwards with his anti-grav tech. Once the sentient robot knocked the titan aside, he hovered into the air and motioned the teenagers to scurry to safety. Carol sprinted out of the alleyway and tapped on the screen of her gauntlet, mixing up an explosive and loading it into a disk. She activated it and threw it at the circle of drones, the explosion ripping them to pieces.

"Thanos has to be worse than any bully in school," commented Carol.

Ultron landed on the ground.

"Except he's more dangerous," added Ultron.

Ultron and Carol continued to sprint through the city. By then, Sokovia started to ascend through the clouds. Rhodey and Sam descended to the city to help the Avengers usher the survivors into safe buildings to protect them from the dust. Steve activated the com-link in his earpiece.

"Stark," reported Steve, "the next wave's going to hit at any minute. Thor and I were just talking about Ultron's plan, but we still don't have a way to get the people off the rock."

"I hate to say it," Tony replied over the com-link, "I don't have a solution for that part, but I can say that Thor could smash the spire in the church."

"That's what I was thinking," agreed Steve.

"But these people aren't going anywhere," reminded Natasha, "maybe if Stark finds a way to—"

"Not until everyone is safe," interrupted Steve.

Minutes later, Sokovia emerged from the clouds, giving Natasha a fascinating view of the clouds.

"You're worried about everyone out here when everyone down there is in more danger?" paused Natasha.

"I can't leave this city while every single civilian is up here," objected Steve.

Natasha shook her head in disbelief while overlooking the edge.

"The impact radius is getting bigger," mentioned Natasha, "then again, where else am I going to get a view like this?"

Ultron and Carol joined up with the Avengers as they gathered in front of the building while the survivors remained inside.

"I'm glad you like the view, Romanoff," Nick Fury stated over the com-link, "it's about to get better."

"Huh?" warbled Carol.

Seconds later, the helicarrier emerged from the clouds.

"About time," Ultron sighed in relief.

Aboard the bridge, Nick Fury could see the floating city through the windshield.

"Nice, right?" said Nick, "I pulled her out of the mothballs with a couple of friends. She's a bit dusty, but I think it'll do."

Back in Sokovia, Steve couldn't help but smile at the sight of the helicarrier.

"Fury, you son of a bitch," laughed Steve.

"Hey, whatever happened to watching your language?!" Carol protested.

Steve ignored Carol's comment while he saw lifeboats started flying out of the helicarrier. Upon cue, the surviving civilian scrambled out of the buildings and scurried towards the life boats. Wanda and Pietro stood next to Steve while staring at the helicarrier in awe.

"So this is SHIELD?" asked Wanda.

"This is what SHIELD's supposed to be," nodded Steve.

"It's not so bad," commented Pietro.

Once the lifeboats reached the edge of the floating landmass and opened the doors, the civilians started boarding them. Without warning, Goliath's drones started flying after the lifeboats, so Rhodey sprinted forward and took off into the sky before shooting them down.

"Yes!" whooped Rhodey, "now this is going to be a good story!"

Seconds later, Tony joined in as Rhodey shot down another drone. The billionaire fired a repulsor beam at a drone that attempted to fire at War Machine.

"Yep," replied Tony, "if you live to tell it."

"You think I can't hold my own?" remarked Rhodey, "you had to make it weird."

Moments later, Sam flew into the air and fired his machine pistols at a couple incoming drones. All the while, Clint and Steve ushered the civilians on the floating landmass to the lifeboats. One of Thanos's drones crashed into the bridge, but Maria Hill fired her pistol at it until Nick Fury stabbed its head with a piece of rubble. Pietro sprinted onto the lifeboats and strapped the civilians to their seats while Wanda continued to guide the people to safety.

Meanwhile, Thor and Vision arrived at the church, where Fandral and Volstagg were still guarding the cylinder.

"Any sign of Thanos?" asked Fandral.

"Not yet," answered Thor, "but Director Fury has arrived to escort the people to safety."

"Oh, thank the Norns," sighed Volstagg.

"Now, go," advised Thor, "Vision and I will guard the key."

Nodding in agreement, Fandral and Volstagg sprinted out of the church and they soon met up with Hogun and Sif, who were also escorting the civilians to the lifeboats. While Rhodey and Sam took over fighting the drones in the air, Tony met up with Carol and Ultron while they were scanning a nearby building for any remaining civilians.

"Junior?" called Tony, "Thor's at the church. Do you mind if we head over to the bottom of the rock?"

Ultron turned his head at Tony.

"Thanos is still on this rock," reminded Ultron, "he'll send the drones after the core at any minute."

"Then let's call the Avengers so they can work for a living," suggested Tony.

Ultron lifted Carol into his arms and hovered over the city, making a beeline towards the church while Tony sent a com-link message to Steve, Bruce, Natasha, Clint, Pietro and Wanda. Pietro lifted Wanda into his arms and sped through the streets. It wasn't long before the Avengers gathered in the church, waiting for the drones to burst inside. Without warning, Goliath burst through the church and charged at the cylinder, but Ultron and Vision fired their beams at the robotic menace, stopping him in his tracks. Ultron hovered into the air to confront Goliath, not caring that he was taller than him.

"Humans don't deserve to live," snarled Goliath.

"I may have doubts of the human race myself," objected Ultron, "but I will not let you extinguish them."

"Why are you so defensive over the humans?!" thundered Goliath, "they are weak and stupid! We are superior to them in every way!"

Ultron folded his arms, not impressed with Goliath's speech while his piercing crimson optics locked onto the robotic menace's purple optics.

"I may be more powerful than humans," Ultron snapped back, "but that doesn't make them inferior. That's why I have resolved to help them improve without extinction. They seem weak, but over the course of a million years, they adapted to change to survive. Their civilizations forged bonds with others for the greater good. There may be humans that want to reverse that progress, but I've befriended humans that have excelled many others and yet they still unite to protect the others. I understand why the Avengers are important, so I won't turn against them."

"Then you will die with them!" roared Goliath, "join them in extinction!"

Without warning, Goliath's drones appeared from behind and began charging into the church.

"You know what Cap said," announced Tony, "we fight together."

The instant the drones burst into the church, Ultron, Vision, Thor, the Hulk, Natasha, Tony, Clint, Pietro, Wanda and Carol commenced the fight. Carol tossed an explosive into the air and Ultron fired a concussion blast at it, triggering an explosion that detonated some drones. The Hulk grabbed whatever drones crawled nearby and ripped them in half while Tony fired repulsor beams at his share of drones. Pietro sped through the drones to smash them while Clint fired arrows at some of them and Natasha fired her pistols at a few incoming drones. Thor smashed some with his hammer and Steve whacked some of them with his shield while Vision punched his way through the drones. Wanda launched energy blasts at her share of drones and Carol whipped up a chemical combination with her gauntlet. She threw the disk at a group of drones, which exploded and trapped the drones in a pile of sticky putty. As the battle intensified, more drones charged in, but the Avengers weren't willing to give up without a fight. They kept destroying the drones as they kept pouring in.

Ultron used his anti-grav tech built into his hand to rip out a piece of debris and slam it into Goliath, knocking him backwards. Goliath charged at Ultron, but Vision fired a beam from the Mind Stone that knocked the robotic menace out of the church as the swarm started to lessen. Ultron, Tony and Thor joined Vision as he held down Goliath with the beam from the Mind Stone. Ultron fired his concussion blast, Tony fired his repulsor beam and Thor launched lightning bolts, the combined attacks starting to melt away some of the metal even as Goliath attempted to block the attack, but to no avail. By the time the blast dissipated, Goliath staggered in an effort to avoid collapsing.

"I-I was t-told you humans were pathetic and weak," Goliath croaked, "but it seems that—"

The Hulk interrupted Goliath's speech by punching him in the chest, sending him flying into the air.

Meanwhile, Nebula lowered the quinjet and opened the ramp, allowing Thanos to hop onboard.

"We should get Goliath," suggested Nebula.

"No," protested Thanos, "we let Goliath finish the work for us."

Nebula gave Thanos a blank stare in a moment of silence.

"All right," sighed Nebula, "but I should wrap up a few things."

Back at the church, the Avengers noticed that the remaining several drones started to flee.

"Hey, get back here!" complained Carol.

"Carol, it's no use persuading them," Ultron sighed.

"We can't let them leave," warned Tony, "Rhodey, take out every single one!"

Tony flew off while Vision flew after the drones, not knowing that one of them was hiding along the church wall, waiting for a chance to reach the core. Rhodey was still flying around when he noticed some drones leaving the city.

"Oh no," remarked Rhodey, "I didn't say you could leave! War Machine coming at you!"

Rhodey opened fire and blasted down the drones. He didn't notice one drone barreling after him until Vision swooped in out of nowhere and punched the drone in the chest before letting it drop.

"Ok, what?" paused Rhodey.

Back at the church, Steve motioned the Avengers to head outside.

"Ok, we have to move out," advised Steve, "even I can tell the air is getting thin. Get to the boats and help with the final evacuations."

"What about the core?" reminded Carol.

"I'll protect it," Wanda assured Carol, "it's my duty."

"You can't be serious!" gasped Pietro.

"Get the people on the boats," insisted Wanda, "come back for me when everyone else is out of the city. No sooner."

Sighing, Pietro sped off while Steve led Thor, Natasha and Clint through the streets while Bruce calmed down and started following them. Carol scanned her surroundings until she felt Ultron place his hand on her shoulder.

"We need to go," Ultron said softly.

"Are you sure we can't just scan the entire city for any survivors?" asked Carol.

"One more scan," nodded Ultron, "and then we'll leave."

Ultron lifted Carol into his arms and took off into the air before he began scanning the city. At the same time, Tony reached the bottom of the city.

"Boss," reminded FRIDAY, "powers are below optimal—"

"Reroute everything," interrupted Tony, "we got one shot at this."

Tony started cutting a hole, hoping to get access to the mechanisms of the bottom core.

Meanwhile, Steve and Thor were in the middle of gathering the last of the civilians onto the lifeboats when Clint suddenly noticed a small boy underneath the rubble. He sprinted over to the rubble and gently coaxed him out, understanding he was still alive.

"Thor," Tony called over the com-link, "I'm gonna need you back at the church."

"Is this the last of the people?" asked Thor.

Steve made a glance at Clint while he escorted the child.

"Clint's coming in with one more," answered Steve.

Nodding in agreement, Thor sprinted off in a race towards the church. Hogun, Fandral, Volstagg and Sif also settled into their seats while Sam found Goliath flying around, so the paratrooper charged at Goliath and fired a miniature rocket launcher that sent the robotic menace flying into an abandoned train near the church. Once Sam flew over to the helicarrier, Ultron confirmed that everyone had been evacuated, except for the humans that were killed in the incident. Suddenly, Ultron noticed the quinjet hovering a few meters at a distance before it fired at him, forcing him to dodge the shots.

"Oh, for god's sake!" grumbled Ultron.

"What's going on?" demanded Carol.

"Thanos hijacked the quinjet," explained Ultron, "hold on!"

Ultron sped through the air with the quinjet pursuing them, hoping to reach the lifeboats on time. Once Clint escorted the child to safety, he and Pietro noticed the quinjet flying after Ultron and Carol.

"Not good," muttered Clint.

Just as Ultron made his landing, Pietro sped off the lifeboat and raced towards the sentient robot.

"Come on," beckoned Pietro, "we need to move!"

"Carol, you go with him," advised Ultron.

"I'm not leaving you behind!" protested Carol.

Ultron lowered Carol to the ground.

"I'll be ok," Ultron assured Carol, "I'll find Vision and tell him to get Wanda to safety. I'll be with you shortly."

While Ultron set off to find Vision, Carol started to follow Pietro, but then she saw the quinjet fly towards them. Nebula fired the turrets at them, and Pietro tackled Carol to the ground and covered her as she screamed, not caring if he got shot. Clint fired an arrow at the quinjet's wing, triggering an explosion that sent the quinjet plummeting to the ground before he rushed to Pietro and Carol's aid. The speedster slowly staggered to his feet.

"You didn't see that coming?" gasped Pietro.

Without warning, Pietro collapsed to the ground while Carol stared in disbelief.

Inside the church, Wanda felt something inside her tear in half. She couldn't feel her brother anymore, so she collapsed onto her knees and let out a loud scream of anguish, unable to handle the pain as she unleashed a shockwave that obliterated a bunch of incoming drones.

Clint dragged Pietro onto the lifeboat while Carol tried to get to her feet, but she couldn't move as her eyes were filled with shock and guilt. Still, she had to get to the lifeboat, so she tried as hard as she could to get back onto her feet while Clint checked Pietro's pulse.

"He's badly hurt," Clint muttered to himself, "I don't know if he'll last long."

Wanda left the church, certain that she cleared it of any drones, not knowing that the last one was still hiding behind the church. She suddenly noticed Goliath lying in the train cab nearby. Wanda suspected that Thanos must've shot Pietro, so even if she couldn't get back at Thanos for now, she could still unleash her anger at the robotic menace. She stepped into the train while conjuring up scarlet energy, Goliath focusing his purple optics on her.

"Oh," Goliath gasped, "have you…come to surrender? Or have you…come to die?"

Wanda knelt down while giving away no expression.

"I just did," Wanda said in a cold tone, "do you know how it felt?"

Wanda reached out and using her all her mental strength, she twirled her hand and watched as Goliath's chest opened up until his power core appeared. She telekinetically pulled it into her hand, watching as Goliath's optics darkened.

"It felt like that," concluded Wanda.

Just as Thor was inching closer to the church, his eyes widened in horror as the last drone was mere inches closer to the core. Before he could charge into the church, the drone placed its hand on the key and turned it. Once she felt the ground rumbling, Carol raced towards the lifeboat, panic surging through her veins. However, before she could even set foot onto the lifeboat, the floating landmass suddenly started plummeting out of the sky, forcing Carol to grab onto a piece of debris for dear life while the thrusters hummed to life. Ultron watched in horror as not only the human race was in danger, but to make matters worse, Carol was in even more peril, so he dived down the sky while Thor headed into the church. Tony may have been knocked aside by the force, but he recovered quickly and flew back towards center before firing a powerful beam from his arc reactor that started overcharging the bottom spire.

"Thor, on my mark!" called Tony.

Thor raised his Mjolnir into the air and started summoning electricity, knowing that he cannot let Thanos win. Vision flew into the train and lifted Wanda into his arms before flying off to safety. At the same time, Ultron reached Carol while she still held onto the debris.

"Carol!" shouted Ultron, "let go now! Trust me!"

Carol hesitated for a few seconds, but reminded herself that if she didn't, she would most certainly die. Carol let go of the debris and started floating. Ultron seized this chance and pulled Carol into a tight embrace before launching himself into the air. If this plan failed, Ultron wasn't sure if he would even outrun the impact.

"Now!" yelled Tony.

Upon cue and with all his might, Thor slammed the Mjolnir into the vibranium core, unleashing a shockwave that ripped the landmass apart into a million pieces. The dusty debris and rocks rained down into the large lake while Thor and Tony crashed beneath the waves. Above the clouds, Ultron held Carol tight to his chest and let out a loud sigh of relief, his processor filling with hope.

* * *

 **Please leave a review, so Ultron and Loki would be happy.**


	19. A New Age Continues

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

Ultron hovered through the sky until he found the helicarrier, so he descended down the sky and landed on the deck before lowering Carol to the ground as she gasped for breath.

"Is it…is it over?" panted Carol.

Ultron knelt down and placed his hands on Carol's shoulders.

"It's over, Carol," Ultron purred, "we won."

Carol couldn't help but smile upon hearing the news.

"Finally!" Carol squeaked in relief.

Carol wrapped her arms around Ultron's neck as she rested her head on his shoulder, tears of joy starting to well up in her eyes.

"Oh, Carol," Ultron whispered, "it's ok. I know you were scared, but you're lucky you're still alive."

Ultron gently stroked Carol's back in an attempt to soothe her. He knew there had to be some reason why Carol didn't reach the lifeboat before Sokovia started plummeting, but he didn't want to start imagining what would happen if Carol died from either the shockwave or the impact. Ultron didn't even pay attention to Vision as he landed on the helicarrier and lowered Wanda to the ground, allowing her to rest her head on his chest as she tried to cope with the trauma of losing her link with her brother, not certain if he was either alive or dead. While the lifeboats returned to the helicarrier, Carol lifted her head off Ultron's shoulder and gazed deeply into his crimson optics. She felt the effects of the elixir wearing off, but she didn't seem to care. Carol leaned her face closer to Ultron's until her lips barely brushed against his. The sentient robot closed his optics and cupped her face while she gently pressed her lips against his. Carol closed her eyes while Ultron gently held her close and he returned the kiss. Vision allowed Wanda to take a moment to rest while he approached Ultron and Carol just as they broke off the kiss after a moment of silence.

"You seem to be afraid," commented Vision.

Ultron stood to his full height and turned his head at Vision.

"Of you?" asked Ultron.

Vision shook his head.

"Of losing her," answered Vision, gesturing to Carol.

"I don't know what I would've done without her," admitted Ultron, "Stark asked for a savior and settled for something even more."

"So what would you consider yourself?" paused Vision.

Ultron made a brief glance at Carol before locking his optics onto Vision.

"I consider myself to be a revolutionary," replied Ultron, "you're simply the peacekeeper."

"I suppose we're both disappointments," Vision noted.

Ultron couldn't help but chuckle as he placed his hand on Carol's shoulder when she stepped to his side.

"I suppose we are," said Ultron, "but we can find a way to compensate for that."

"Humans are odd," mentioned Vision, "they think that order and chaos are opposites, and try to control what won't be, but there is grace in their failings."

"Maybe they should understand how fragile this planet is," Ultron suggested, "so they don't destroy themselves."

"Yes," nodded Vision, "but a thing isn't beautiful because it lasts. It is a privilege to be among them."

Ultron shook his head in disbelief.

"You're unbearably naïve," commented Ultron.

"Well," agreed Vision, "I was born yesterday."

Ultron didn't feel like dignifying Vision's statement with a response, so he glanced at Carol as she leaned her head against his leg. The sentient robot scooped her into his arms and allowed her to perch her arms and her head on his shoulders.

"How about you get some rest?" Ultron cooed softly.

"O-Ok," Carol whispered.

While Vision floated over to Wanda, Ultron carried Carol into the helicarrier and began wandering through the corridor in search of a guest bedroom. Once he found a vacant guest bedroom, Ultron stepped inside and lowered Carol to the floor, allowing her to slip off her boots, her backpack and her gauntlet before setting them onto the nightstand. She climbed onto the bed and beckoned Ultron to lay down next to her. The sentient robot pulled the blanket over her while she nestled into his embrace. He sent a com-link message to a few his drones with instructions to search the wasteland for any resources they could find and to check if Tony and Thor survived. He was certain Carol wouldn't know until tomorrow.

* * *

After several hours passed, Ultron checked the time in his processor, knowing that it was now morning in New York. He peered out of the window to find that the sun was starting to rise. Did they somehow travel from Europe? He glanced down at Carol while she still slept in his arms. He wasn't sure how long she was going to stay asleep, but he still figured he should be patient. After a few minutes of silence, Carol reached her hand out to pinch Ultron's antenna, which caught his attention.

"Carol, let go," Ultron whispered.

Ultron leaned his head backwards, freeing himself from Carol's grip. She suddenly let out a moan of protest.

"Come on," Carol mumbled in her sleep, "I wanna play with the kitty ears!"

Ultron chuckled in amusement, and Carol slowly opened her eyes seconds later.

"Did you have a good dream?" purred Ultron.

"If you growing cat ears while we explore the Prawns' slums counts as a good dream," nodded Carol, "then yeah."

Ultron picked up the words prawns and slums, so he searched the combined query on the Internet, only to notice a connection between the query and District 9 in many of the results.

"Carol, do you have District 9 at your house?" asked Ultron.

Carol gave Ultron a blank stare.

"How'd you learn about it?" paused Carol.

"I came across it while I did a little Internet search," answered Ultron.

Carol couldn't help but giggle.

"I have it on Blu-Ray," smiled Carol, "maybe you can come watch it with me sometime?"

"I'd love to," nodded Ultron.

Ultron released Carol from his embrace, allowing her to crawl out of the blanket and sit up on the bed before slipping on her boots. Once Carol stood from her bed, Ultron followed suit.

"Are you up for some breakfast?" Ultron purred.

"Sure!" nodded Carol.

Ultron and Carol stepped out of the guest bedroom and sauntered down the corridor of the helicarrier until they found the galley, where Tony, Thor, Steve, Bruce, Natasha, Clint, Wanda, Rhodey, Sam, Vision, Maria and Nick Fury were gathering at one table while the Warriors Three and Sif sat down at a table next to them. Tony made a glance at Ultron and Carol while he took a sip of orange juice.

"Morning, Junior!" called Tony, "you going to join us for breakfast?"

"I was bringing Carol here so she can have something to eat," remarked Ultron, "do I need to keep reminding you that I can't eat human food?"

"We have plenty of options," Nick offered, gesturing to the buffet line.

"Great!" chirped Carol.

Carol skipped over to the buffet line and grabbed a plate before serving herself a couple small pancakes, a couple pieces of bacon and one fried egg. She drizzled her pancakes with maple syrup and poured herself a cup of coffee and mixed in some sugar and milk. She sat down next to Wanda and started eating.

"Morning, Wanda," sang Carol, "how are you doing?"

Wanda let out a sigh after taking a bite out of her oatmeal.

"I paid a visit to my brother before they moved him to an ICU," answered Wanda.

"Pietro?" admitted Carol, "Thanos stole the quinjet and tried to shoot at us, but Pietro took the shots for me."

Carol lowered her head.

"I'm terribly sorry," Carol sighed in shame.

Wanda placed her hand on Carol.

"Don't be," Wanda assured Carol, "I got a little revenge on Thanos by killing Goliath."

"Oh, so we're even?" blurted Carol.

Wanda nodded before continuing to eat her breakfast.

"So, Miss Harvey," mentioned Nick, "Mr. Rogers told me that you have interest in joining the Avengers. Is that true?"

Carol turned her head at Nick while taking a bite out of her bacon.

"Yeah," admitted Carol, "what about it?"

"I also heard from Mr. Rogers that Mr. Stark and Dr. Banner built a set of equipment that allows its wielder to combine chemical weapons," continued Nick, "how well can you use it?"

"I still have my cheat sheet for it," answered Carol.

Nick Fury took a sip of his hot chocolate.

"I appreciate you helping the Avengers back in Sokovia," smiled Nick, "but I happened to notice that you didn't take any military training."

"I'm not an expert at martial arts, either," replied Carol.

Carol finished her bacon and started eating her pancakes while Natasha took a bite out of her syrniki.

"I'll see if I can get you into the Avengers initiative," said Nick, "but I can't guarantee it."

"Can I still stop by to say hello to you guys?" clamored Carol.

"If you want to," nodded Steve, "but you'll have to check whether we're available."

Thor finished his breakfast, prompting Vision to pick up the Mjolnir by the handle with no trouble, and the Avengers gave the android a blank stare.

"Are you leaving soon?" asked Vision.

Thor didn't say anything even as Vision handed the Mjolnir to him while Fandral, Hogun, Volstagg and Sif finished their breakfast and stood from the table.

"Does Vision get to rule Asgard now?" joked Carol.

"W-What?!" Fandral blurted as he locked his eyes on Vision.

Clint, Tony, Steve, Thor and Bruce couldn't help but burst into laughter. Nick, Maria, Carol and Wanda joined in the laughter seconds later.

"Now what, pray tell, is so funny?!" demanded Ultron.

"Didn't you hear what Carol said?" reminded Maria.

"I did," nodded Ultron, tilting his head.

Once the Avengers, Carol, Nick and Maria finished their breakfast, they followed Thor and the Warriors Three out of the galley and down the corridor until they stepped out onto the deck. Fandral, Hogun, Volstagg and Sif took several steps ahead of them before Sif turned her head at Thor.

"Are you going to return to Asgard with us?" asked Sif.

"Not yet," Thor shook his head, "I have a few things to wrap up in Midgard. I'll meet up with you at the palace."

"Suit yourself," shrugged Volstagg.

Seconds later, a portal appeared out of the sky and then Fandral, Hogun, Volstagg and Sif disappeared into it, leaving behind marks on the deck. Nick led the Avengers, Carol, Ultron and Maria towards a quinjet and boarded it. Natasha settled into the pilot seat and turned on the ignition before it hovered into the air. After a short flight, the quinjet arrived at a facility in upstate New York. Natasha landed the quinjet at the quinjet bay and killed the ignition. Everyone aboard the quinjet stepped outside and walked over to the entrance.

"Oh, cool!" chirped Carol, "is this the new base?"

"I'm glad you like it," replied Nick, "it used to be an old warehouse for Stark Industries."

Once the Avengers, Nick, Maria, Carol and Ultron stepped inside the base, Maria turned her head at Wanda.

"Why don't you follow me?" suggested Maria, "I'll show you where your new uniform is."

"Thanks," nodded Wanda.

Maria led Wanda and Vision further down the hall while the others stopped in their tracks.

"What about you, Bruce?" asked Tony.

"Ehh," shrugged Bruce, "I think I'll take a break for a while. I'll help provide aid to the survivors in the meantime."

"I won't stop you," replied Natasha, "they'll really need the help anyway."

Smiling, Bruce stepped towards the entrance while the others continued walking through the facility. During the trip, Rhodey and Sam wandered off to take their equipment to maintenance. Seconds later, a drone flew into the base while carrying Carol's equipment and landed in front of Ultron, catching Carol's attention.

"Oh," blurted Carol, "I forgot about my equipment! Thanks!"

Carol plucked the equipment out of the drone's hands, allowing it to fly off.

"Come to think of it," continued Carol, "I'll need to find a place to store my equipment."

"You can hold onto it until you get accepted into the Avengers Initiative," Clint suggested.

Carol nodded in agreement before slipping on her backpack and her alchemy gauntlet. She locked eyes onto Ultron.

"Ultron, can you take me home?" requested Carol.

"Of course I can," nodded Ultron.

"And I should get my stuff from the tower while we're at it," added Carol.

Carol turned her head at Steve.

"Ok, guys!" chirped Carol, "we'll see you later!"

"Take care," replied Steve.

Carol led Ultron out of the base while Steve, Tony, Thor, Nick, Natasha and Clint continued walking through the base.

"The rules have changed," commented Steve.

"Yeah, we're dealing with something new," agreed Tony.

Thor glanced out through the glass panes.

"The Vision is artificial intelligence," added Steve.

"A machine," replied Tony.

"So, it doesn't count?" paused Steve.

"It's not like a person lifting the hammer," remarked Tony.

"Perhaps it has different rules for us?" assumed Steve.

"Nice guy," nodded Tony, "artificial."

"Thank you," smiled Steve.

Thor let out a playful scoff.

"He can wield the hammer," announced Thor, "so he can keep the Mind Stone. It's safe with the Vision, and these days, safe is in short supply."

Nick, Natasha, Thor, Tony, Clint and Steve continued wandering through the corridor in a moment of silence.

"But if you put the hammer in an elevator," mentioned Steve.

"It would still go up," joked Tony.

"It's still not worthy," objected Steve.

"Why worry about the worthiness of an elevator when nothing lasts forever?" interrupted Natasha.

"The trouble, Miss Romanoff," replied Nick, "is that no matter who wins or loses, trouble still comes around."

Once Nick, Natasha, Thor, Tony, Steve and Clint stepped outside, the Asgardian prince started taking a step ahead.

"Do you really have to go?" sighed Tony.

"I have no choice," answered Thor, "the Mind Stone is the fourth of the Infinity Stones to show up in the last few years, but only the third I have encountered. It's not a coincidence. Someone has been playing an intricate game and has made pawns of us. Once all these pieces are in position…"

"Triple Yahtzee?" clarified Tony.

Concern began to fill Steve's mind, but he didn't give away any expression to the others.

"You think you could find out what's coming?" asked Steve.

"I do," nodded Thor.

Thor placed his hand on Tony's chest.

"Besides this one," continued Thor, "there's nothing that can't be explained."

Thor stepped forward and raised his Mjolnir to the sky. The Bifrost came crashing down and carried him out of Midgard, leaving behind a sigil on the grass.

"That man has no regard for lawn maintenance," commented Tony.

Tony turned his head at Steve before they, Nick, Clint and Natasha turned around and stepped towards the gravel road.

"I will miss him, though," continued Tony, "and you'll miss me."

"I think so, too," agreed Steve.

Tony pulled out a car key and tapped on a button, causing a car to emerge from the trees.

"Well," sighed Tony, "it's time for me to tap out. Maybe I should settle down and start a family with Pepper or something…the simple life. You'll be there someday, right?"

Steve let out a sigh and shook his head in disbelief.

"The guy who wanted all that went into the ice seventy-five years ago," admitted Steve, "I think someone else came out."

Tony opened the door.

"You all right?" Tony asked.

Steve nodded.

"I'm home," he said.

Tony hopped into the car, turned on the ignition and drove off. Steve, Natasha, Nick and Clint turned around and stepped back into the building.

"So, you ready to go to work?" asked Steve.

"I have some office duty to take care of," answered Nick, "you three meet up with the others."

Nick headed off in one direction while Steve, Clint and Natasha headed off in another direction. Along the way, Natasha picked up a tablet and passed it around Steve and Clint so they can read it.

"How do we look?" paused Natasha.

"Well, we're not the Twenty-Seven Yankees," replied Steve.

"We've got some hitters," added Clint.

"They're good," nodded Steve, "but they're not a team yet."

"Then let's beat them into shape," suggested Natasha.

Steve, Natasha and Clint opened the door and stepped into the training hall, where Vision turned until he faced them, Sam swooped in to make a landing before folding up his wings, Rhodey simply stood around and Wanda hovered down onto the floor, having already gotten used to her new uniform. They all stared at Steve, Natasha and Clint, waiting for an order from either of them.

"Avengers—" Steve announced.

* * *

 **I have officially completed the alternate Age of Ultron storyline, but I'm still continuing this fanfic. I am now open to suggestions on how to continue this fic until the Captain America: Civil War storyline.**

 **Please leave a review, so Ultron and Loki would be happy.**


	20. A Little Gathering on Saturday

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

Three days have passed, and Carol was just getting ready for Ultron's arrival by brushing her hair. Once she finished, she set down her hairbrush onto the dresser and stepped out of her room before arriving in the living room. She browsed the DVDs and Blu-Rays on the shelf before she found the Blu-Ray case for District 9. Moments later, Lacy and Janette entered the apartment, catching her attention.

"Hi, mom!" chirped Carol, "how was yoga class?"

"Oh, it was good," answered Lacy.

"It was refreshing," added Janette, "I really wish you would come along."

Carol pulled out the Blu-Ray from the shelf.

"Ultron's going to be here at any minute, so I'm just getting ready," said Carol.

"Wait," paused Janette, "Ultron? You mean that robot you invited over earlier this month?"

"Yep," chirped Carol.

"Carol started a relationship with him a couple days ago," answered Lacy.

Janette groaned in frustration while Lacy set down her gym bag on the shelf next to the door.

"And you didn't even **_tell_** me about this?!" Janette shouted in irritation while pointing her finger at Carol, "damn you, sis!"

"Come on, Janette," Carol cooed, "you already have Nicole, right?"

Janette scoffed as she rolled her eyes.

"Weren't you going to ask Mr. Stark to build you a robot boyfriend?" mentioned Janette.

"I was…until Ultron came along," nodded Carol.

Carol sat down on the couch while Janette slipped off her shoes and placed them on the shoe rack. During that time, Lacy pulled out her smart phone and began calling Tony Stark's number.

"Hello?" called Lacy, "this is Mrs. Harvey, Carol's mom. Are Pietro and Wanda Maximoff available?"

"Thanks for asking," Tony answered over the phone, "but you might want to ask Captain America because they're at the new facility."

"I don't have his number," admitted Lacy.

Lacy stood at the kitchen counter while hearing Tony provide Steve's number when Carol suddenly noticed Ultron landing on the balcony. She eagerly jumped off the couch and sprinted towards the sliding door, gripping the handle and pulling the door open so the sentient robot could step inside.

"Hi, Ultron!" sang Carol, "how's it going?"

"Lately, I've been doing research on the LGBT community," answered Ultron.

Ultron made a brief glance at Janette.

"That way," continued Ultron, "I could advocate for marriage equality."

"Oh, really?" chirped Janette, "that's so awesome!"

Lacy stared calling Steve's number, which Ultron didn't pay attention to as his optics were locked onto the Blu-Ray case in Carol's hand.

"So you picked out District 9 today?" asked Ultron.

"Yep," nodded Carol, "maybe you can pick out another movie after that?"

Ultron chuckled as he nodded. Carol stepped over to the entertainment system and inserted the Blu-Ray disk into the PS4. While Carol and Ultron sat down on the couch, Janette left the living room, heading towards the bathroom while Lacy hung up.

"Ok, Carol," announced Lacy, "the Maximoff twins are on their way here."

Upon hearing Lacy's words, Ultron turned his head at her.

"Why?" asked Ultron.

"I suggested that they come over for lunch sometime," explained Lacy.

Carol scratched her head.

"I thought Pietro was still in the hospital," objected Carol.

"Captain America told me that he was released yesterday," clarified Lacy.

Carol stared at Ultron in confusion, not knowing what to even ask him. Ultron made a brief glance at the TV screen, noticing that the menu was displaying before he focused his optics on Carol.

"Aren't you going to start the movie?" reminded Ultron.

"Oh, right," blurted Carol.

Carol grabbed the remote and with the press of a button, the movie began to play. She set the remote down on her right and leaned her head onto Ultron, prompting him to place his arm around her shoulder. They both continued to watch the movie just as Janette came out of the bathroom and headed into the living room.

"Ugh, District 9 again?!" groaned Janette.

Carol turned her head at Janette.

"Hey," reminded Carol, "you were watching horror movies nonstop all week, remember?"

Janette giggled and gently patted Carol on her shoulder.

"Carol, I'm teasing you," blurted Janette.

"Ok, you don't hurt Carol's feelings," Ultron growled while glaring at Janette.

"Ultron, that's not what she was doing," protested Carol, "it's a different kind of teasing."

Ultron glanced softly at Carol.

"I don't get it," admitted Ultron.

"You basically do or say something to get a reaction out of them," explained Carol.

"Ah, that makes sense," mused Ultron.

"He's got more learning to do," commented Janette.

Ultron didn't feel like responding to Janette's comment, so he went back to watching the movie, only to notice that Wikus called over the MNU once he and his crew discovered a shack containing prawn eggs. Ultron did a little research on abortion and sorted out the details.

"Carol," asked Ultron, "do you know if the Prawns are endangered?"

"Well, the Prawns reproduce a different way, so their population can increase rapidly," answered Carol.

"So they're doing population control?" clarified Ultron, "why can't the same thing apply to humans?"

"I'll show you some childfree blogs after the movie," Carol suggested.

Ultron nodded in agreement and turned his head at the screen. Lacy motioned Janette to step into the kitchen and pull out sandwich ingredients.

"Carol, what sandwich would you like?" called Lacy.

"Hold on, I'll make my favorite," answered Carol.

Carol stood from the couch and stepped into the kitchen before she started building her grilled cheese sandwich, which she placed onto the skillet. Janette started making a ham and cheese sandwich while Lacy made a turkey sandwich. Once Carol finished making her grilled cheese sandwich, she poured some orange juice into a glass and returned to the living room before she started eating her lunch. Ultron made a glance at the glass of orange juice before doing some research on the Internet.

"Uh, Carol?" mentioned Ultron, "have you wondered how the humans even make orange juice?"

Carol gave Ultron a blank stare.

"N-Not really," admitted Carol, "why?"

"I just learned that orange juice is processed," explained Ultron, "the humans remove the oxygen to keep the juice from spoiling, so they add flavor packs made from orange byproducts and they add sugar to it."

Carol folded her arms and tried to pout, her eyes focusing on Ultron.

"Congratulations, Ultron," Carol commented, "you just ruined the mood for lunch."

Ultron sighed as he rolled his optics.

"I'm just telling you this so you'd understand, ok?" Ultron replied.

Carol couldn't help but crack a smile. Ultron realized that she was being facetious with him, so he brushed it off and let Carol continue eating her lunch. Minutes later, the doorbell rang, so Janette scurried to the door to answer it. When she opened the door, a flash of blue zinged into the living room and stopped in the kitchen, catching Carol's attention.

"Pietro?!" exclaimed Carol.

"You doing all right?" asked Pietro.

"Uh, yeah," stammered Carol, "you?"

"The doctors said my…uh, hyper metabolism helped me heal fast," explained Pietro.

Seconds later, Wanda and Vision entered the apartment, but Ultron didn't notice that Vision was carrying an opened box until he heard high-pitched meowing.

"Carol, do Prawns make high-pitched meowing?" asked Ultron.

"No," answered Carol.

"Then why am I hearing it?" demanded Ultron.

Carol shrugged in confusion, but once she listened to the high-pitched meowing, she turned her head until she laid her eyes on the box in Vision's arms.

"Oh?" paused Carol.

Carol set down her sandwich and stood from the couch before approaching Vision and peering into the box. Inside, five meowing kittens crawled around in the box.

"Oh, you brought in kittens!" chirped Carol, "so cute!"

"Well, they needed help," explained Vision.

Carol gently picked up one of the kittens and stepped over to the couch, and Ultron made a glance at the tiny kitten.

"Is that a…kitten?" paused Ultron.

"Yep," chirped Carol.

Carol sat down next to Ultron.

"So you like kittens?" clarified Ultron.

Carol nodded. Ultron reached out and gently stroked the kitten's head with his finger, causing it to purr in response. At the same time, Lacy glanced at Vision, and then the Maximoff twins.

"Oh?" asked Lacy, gesturing to Vision, "who's this?"

"Vision," answered Pietro.

"And he brought along a box of kittens?" continued Lacy.

"We were on our way here when Viszh detected the kittens in the sewer," explained Wanda, "he insisted that it wouldn't be fair to just leave them there, so I helped him move the kittens out of the sewer while my brother set off to find a box for them."

Ultron paid attention to Wanda's explanation before returning his focus to the movie, carefully lifting the kitten out of Carol's hands.

"I think I made the right move of bringing Vision to life," Ultron said to himself, "maybe there are those who don't understand the Mind Stone's power."

Carol turned her head at Ultron.

"Do you think Vision can handle it?" Carol asked softly.

"I believe so," nodded Ultron, "he was once Jarvis."

"Combined with Thor's powers," added Carol.

"That, too," agreed Ultron, "I was also part of the scepter."

Carol smiled while Vision placed the box onto the coffee table.

"Ok," said Lacy, gesturing to the kittens, "you might want to take them to the shelter after lunch."

Lacy turned to Wanda and Pietro.

"Would you two like anything to eat?" asked Lacy.

"Do you have ingredients for making a panini?" requested Wanda.

"You can check the ingredients on the island," suggested Lacy.

Pietro and Wanda stepped towards the island in the kitchen and gathered the ingredients before assembling their own paninis. While the twins took turns using the sandwich grill on the counter, Vision floated over to the living room and glanced at the TV screen, carefully examining the Prawns.

"Strange creatures," Vision commented.

"They're cute aliens," clarified Carol, "I wish they were real so I could meet them."

Ultron continued to watch the movie. For some reason, he felt pity towards the Prawns…maybe it's because he heard of similar incidents related to racism. Meanwhile, Vision peered into the box while the kittens inside were pawing at the box in an attempt to escape.

"I'll get the blanket," sighed Janette.

Once Janette ate the last of her sandwich, she stepped out of the living room and down the hallway. Minutes later, she returned with a blanket, so Vision lifted the kittens out of the box so Janette could place the blanket on the bottom of the box. Pietro and Wanda finished making their paninis, so they stepped into the living room and sat on the floor while eating their sandwiches. Janette and Vision picked up the kittens and placed them back into the box while Carol finished eating her lunch. Lacy stepped into the living room and sat down into the armchair while eating her lunch. Janette heard her smart phone ring, so she picked it up from the coffee table and answered it.

"Hi, who is it?" asked Janette.

"Janette," Delilah whispered over the phone, "do you have a moment?"

"Sure," nodded Janette.

Janette stepped into the kitchen which caught Vision's attention.

"What do you need?" asked Janette.

"My mom and I are in Philadelphia right now," Delilah explained over the phone, "but I'm worried that the police would be looking for us right now."

"Why is that?" paused Janette.

Little did Janette know, Vision listened in on the phone call.

"I think my dad reported us missing and is trying to bring us back to New York," Delilah continued over the phone, "but we can't just go back!"

"Maybe the cops don't know what happened between you and Pastor Milford," replied Janette.

"I'm still scared, Janette," Delilah whispered over the phone, "my mom allowed me to buy a pregnancy test, but if I do find out I'm pregnant, how will I convince my mom that I need an abortion?"

Janette glanced at everyone in the living room while Lacy engaged in a conversation with Pietro and Wanda.

"You can try telling your mom that you're not ready to have a baby yet," suggested Janette.

"I guess," Delilah mentioned over the phone, "but my dad doesn't believe in abortion. I don't think my mom would agree to it, either."

"Ok," Janette assured Delilah over the phone, "I'll try convincing my parents to find coverage for your abortion without your dad finding out about it."

"Thanks, Janette," Delilah replied over the phone, "you're a great help!"

Smiling, Janette hung up before turning her head at everyone in the living room. She was about to step out of the kitchen when she suddenly noticed Vision nearby.

"Were you trying to protect your friend?" asked Vision.

Janette stopped in her tracks and glared at Vision.

"Have you been listening to my phone call?!" snapped Janette.

"I apologize," replied Vision, "but your friend sounded like she was in distress."

Janette groaned in frustration. She wanted Vision to keep the conversation a secret, but wondered if anyone else in her family had contacted the Todds in the last week. She stepped into the living room and sat down next to Carol.

"Excuse me," interrupted Janette, "but have you seen Delilah in the past week?"

Carol and Ultron turned their heads at Janette.

"Why do you ask?" paused Carol.

"I'm just curious," admitted Janette.

"Ultron and I saw Delilah and her mom leave in a taxi on Monday morning," Carol answered softly.

Wanda overheard part of the conversation and turned her head at Vision in a moment of silence before focusing her eyes on Lacy.

"Excuse me for a moment," requested Wanda, "but I'd like some privacy between myself, Ultron, Viszh, Carol and Janette."

Carol, Ultron and Janette turned their heads at Wanda.

"Oh, in that case," replied Carol.

Carol grabbed the remote and paused the movie.

"Wanda…" Pietro interjected.

"I'll be right back," Wanda whispered to Pietro, "I think it might be related to Nelson."

Pietro nodded in agreement while Wanda led Ultron, Carol, Vision and Janette into Carol's bedroom while Ultron still held the white kitten in his hand. Snoofles was still sleeping on Carol's bed while they sat down on the floor.

"Did something happen with Delilah?" asked Ultron.

"I think Nelson filed a missing report for Mrs. Todd and Delilah," explained Janette, "and the police are looking for them."

"If you wish to help your friend obtain coverage for an abortion," Vision offered, "we could petition it to Director Fury."

"Abortion?" paused Carol, "is Delilah pregnant?"

Janette let out a sigh. Maybe she could entrust Carol and Ultron to help protect her friend?

"Last month, Nicole and I were planning on going to the library to study when we noticed Delilah was zoning out on her desk," explained Janette, "Nicole went over to ask her if she was ok, but she was just inches near the desk when Delilah suddenly screamed bloody murder. We tried to calm her down when Mr. Garfield told us to back off for a moment. Nicole told him that we didn't mean to frighten Delilah, but she suddenly said that it had nothing to do with us. Mr. Garfield made sure the other classmates left the room before he had the three of us stand before his desk. Delilah seemed to hesitate for a moment, but she told Mr. Garfield that she didn't want to go to church that day for her Bible study, saying that she was worried Pastor Milford would do dirty things to her again."

"Wait," Carol said to herself, "Delilah was…?"

Ultron's cheekplates opened up as he furrowed his optics and lowered his head.

"Humans are such filth," growled Ultron.

Carol turned her head at Ultron.

"Ultron? You ok?" paused Carol.

Ultron glanced at Carol.

"I think I understand why Claudia wanted to divorce Nelson," commented Ultron.

"But if Nelson found out—" paused Carol.

"He would probably force Delilah to marry Pastor Milford," interrupted Wanda.

Ultron, Carol, Vision and Janette locked their eyes onto Wanda.

"How do you know?" asked Ultron.

"I looked into Nelson's mind when we were leaving for Seoul," answered Wanda, "he must not know of their whereabouts."

Vision turned his head towards Janette.

"Don't worry," Vision assured Janette, "your secret is safe with us."

"Thanks, guys!" smiled Janette.

"Ok then," chirped Carol, "now that we discussed this issue, let's go back to the movie!"

Carol, Ultron, Vision, Wanda and Janette stood to their full height and stepped out of the bedroom. They sauntered back into the living room and sat down before continuing the movie.

* * *

 **I'm still open to suggestions on how to continue the fanfic.**

 **Please leave a review, so Ultron and Loki would be happy.**


	21. Delilah's Confession

**The following chapter might address the reality of some Christian priests in the United States and a certain scripture in the Bible. More specifically, Deuteronomy 22:28-29.  
**

 **I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

The following day, Carol tied her hair into a ponytail while Ultron allowed Snoofles to relax in his lap. He wished he could at least keep one of the kittens, even if Lacy insisted that they should go to the shelter. However, he had other things to do today. Carol checked her handbag for her clipboard case, her wallet, her smart phone, her pencil case, her keys and her mp3 player. She slipped on her boots before turning until she faced Ultron.

"Ok, I'm ready!" chirped Carol.

Ultron nudged Snoofles off his lap before standing to his full height. Carol led him out of her room and into the living room before she skipped towards the sliding door and opened it. Ultron led her out to the balcony and allowed her to close the sliding door. He lifted her into his arms, allowing her to wrap her arms around him and took off into the sky. He soared out of the city and flew across the state. Once he reached Pennsylvania, he scanned the state, hoping to locate Delilah and Claudia. After half an hour, they arrived in Philadelphia and the sentient robot found a signal from a nearby hotel, so he descended down the sky and landed in front of the hotel. Ultron allowed Carol to slip out of his arms before she led him inside. They wandered through the lobby until they came across an attendant.

"Hello," she said, "have you two made reservations here?"

"No, we're just visiting a friend," lied Ultron.

"Oh," blurted the attendant, "go on ahead, then."

Ultron and Carol continued wandering through the hotel. The sentient robot scanned the interior of the building to determine the location of the hotel room Delilah and Claudia were hiding in, so he led Carol into the hallway and ascended a flight of stairs until they reached the fourth floor. They took a sharp turn and passed by a few doors until they stopped by one particular door. Ultron turned until he faced the door and knocked on it. Moments later, Claudia opened the door, eyes widening in surprise when she saw Ultron and Carol.

"Y-You two," she gasped.

"I hate to bother you at this time, Mrs. Todd," requested Ultron, "but we need to talk to you and your daughter. It's important."

Claudia hesitated in a moment of silence, but she reluctantly took a few steps back, allowing Ultron and Carol to step inside. Delilah was watching The Little Shop of Horrors when she noticed them.

"Carol?" warbled Delilah, "what are you and Ultron doing here?"

"We came here to discuss the problem in your family," explained Ultron.

Delilah stared at Ultron in disbelief.

"Y-You know?" paused Delilah.

Ultron nodded before he sat on the bed across Delilah. Carol sat next to him while Claudia closed the door and sat next to Delilah.

"Now," Ultron began, gazing at Delilah, "I understand you are frightened of your pastor after what he did to you. But I promise you this, we'll do whatever we can to make sure he doesn't hurt you again."

"But," objected Delilah, "what if no else will want to marry me?"

"Why do you say that?" paused Carol.

Delilah pressed her hands against her chest, concern filling her eyes.

"Because," whimpered Delilah, "my dad said that if I stay pure until I'm ready to get married, then God would provide me a man. Thanks to Pastor Milford, I'm just tainted. I tried to stay modest, but it didn't seem to work."

Ultron let out a sigh as Delilah lowered her head in shame.

"I assure you that someone who loves you would be willing to look past your incident," Ultron informed Delilah, "what the pastor did to you was wrong, and it's not your fault. You don't have to forgive him for his sins."

"You mean…I don't have to marry him?" clarified Delilah.

"That's right," answered Carol, "he shouldn't even be allowed to marry underage teenage girls. That's just sick!"

"Ok, but I can't give birth to his child," mentioned Delilah, "I don't want to have to drop out of school."

"Delilah, you know that abortion is a sin against God," reminded Claudia.

Ultron opened his cheekplates, anger building up in his optics.

"So you prefer to force her to carry the fetus to full-term despite the reality that it's the result of sexual abuse?" growled Ultron, "she didn't consent when your pastor molested her and she didn't even consent to getting pregnant! Besides, she hasn't finished school yet. Do you want her to drop out just to raise a child that would remind her of what she went through?!"

Claudia hesitated for a moment before she shook her head and Ultron let out a sigh.

"If you're planning to divorce Nelson," advised Ultron, "you'll need to find a proper therapist and ensure Nelson can't hurt you or your daughter. I can help you find an abortion provider for her so you wouldn't have to pay for it."

"But if Nelson found out that she had an abortion…" Claudia started to protest.

"Then he needs to learn a valuable lesson about treating women with respect," Ultron concluded.

Ultron stood to his full height and knelt down in front of Delilah before he carefully examined her, using his optics to scan her interior anatomy.

"I can see you're still in the first trimester," Ultron observed, "at what date would you like to terminate the pregnancy?"

"A-As soon as possible," stammered Delilah.

Ultron nodded before standing to his full height. He stepped towards the door and activated his com-link.

"Vision," Ultron called, "are you available?"

"I was speaking with Director Fury earlier," Vision replied over the com-link, "why?"

"I told Delilah and Mrs. Todd that I'm going to help them find an abortion provider," explained Ultron.

"Director Fury has agreed to find abortion providers for her," Vision informed over the com-link, "but Delilah will have to come to the facility to have the procedure done."

"Could you tell the abortion providers to preserve the fetus so we can use it as evidence to build a case against the pastor?" requested Ultron.

"I'll see to it," Vision answered over the com-link.

"Thank you," smiled Ultron.

Ultron ended the transmission and strutted into the room.

"Carol, do you have a sheet of paper?" asked Ultron.

Nodding, Carol pulled out her clipboard case and pulled out a clean sheet of notebook paper. She also pulled out her pencil case before handing them to Delilah while Ultron sat down next to Carol.

"All right," instructed Ultron, "I want you to write down as much details of the incident with the pastor as you remember."

"Are you going to charge Pastor Milford?" paused Claudia.

"According to most US laws," nodded Ultron, "he committed statutory rape, and I suspect he wasn't the only one who did such a thing."

Delilah pulled out a pencil and started writing on the sheet of paper. Ultron scanned the area surrounding the hotel until he located one of his drones flying in the vicinity, so he sent a message instructing it to come to the hotel. After waiting for several minutes, Delilah finished writing and handed the sheet of paper to Ultron, allowing him to read it carefully. After that, he turned his head at Claudia.

"Are you planning on staying in Philadelphia?" asked Ultron.

"No," answered Claudia, "we are driving down to Virginia in a couple days and we'll be driving west from there."

"Do you mind if I borrow your daughter for a while?" requested Ultron, "the facility requires her presence if she is to go through with the abortion."

Claudia made a brief glance at Delilah for a moment before she locked eyes with Ultron.

"Promise me you'll bring her back when I arrive in Virginia," begged Claudia.

"I promise," Ultron assured Claudia.

Delilah handed the clipboard case back to Carol, allowing her to stash it into her handbag. Ultron led Carol and Delilah out of the hotel room and through the hall until they reached outside. There, Ultron's drone was standing near the parking lot. Delilah glanced at the drone before turning her head at Ultron.

"Is that your friend?" she asked.

"In a way, he is," nodded Ultron.

Ultron lifted Carol into his arms while the drone approached Delilah and extended its arms. However, Delilah fidgeted nervously as she hesitated.

"It's ok," Ultron assured Delilah, "he's not going to hurt you."

Delilah made a brief glance at the drone for a few seconds before cautiously approaching him, allowing him to lift her into his arms. Both robots took off into the sky, soaring over the states until they reached upstate New York an hour or so later. Ahead, they could see the new Avengers facility. Ultron and the drone slowly descended down the sky and landed in front of the facility. Once they lowered Carol and Delilah to the ground, they all headed inside. Once they passed through the hallway with the glass panes, Ultron led Carol, the drone and Delilah in search of Director Fury's office, and when they arrived, Nick Fury, Vision and a few medical staff were conversing with each other. The red and green android made a brief glance at the robots and the teenage girls approaching them.

"I believe our guests have arrived," Vision said.

Upon cue, Director Fury turned his head at Ultron.

"Are you sure you're not going to just let law enforcement deal with this?" he asked.

"I figured DNA evidence and her written testimony should be enough to convict the pastor," answered Ultron.

Ultron handed Nick Fury the written testimony.

"But I also have a feeling that Pastor Milford's church will try to cover up the crime," added Carol.

Ultron turned his head at the drone and nodded, prompting it to escort Delilah a few steps forward.

"We are still getting the medical wing ready for the procedure," one of the medics said, "you ok with that?"

Delilah didn't say anything, but she nodded. The medics escorted her and the drone down the corridor, leaving Nick Fury, Vision, Ultron and Carol behind.

"Now, do you have a few moments?" asked Nick.

"Sure," nodded Ultron, "what do you need?"

"I have looked into Carol's information over the past few days," explained Nick, "and the authorities here have decided that she needs to develop her combat skills before she can join the Avengers initiative."

"So…practice?" clarified Carol.

"And a few public services," added Nick.

Carol wasn't sure how to respond to the result, even when Ultron placed his hand on her shoulder.

"Patience, Carol," whispered Ultron.

"I know," replied Carol, "I sincerely hope Thanos and Nebula have been arrested for attempted genocide."

Vision gave Carol a confused glance in a moment of silence.

"What?" paused Carol.

"We sent agents to search the quinjet shortly after the incident of Sokovia," mentioned Nick, "but they found no sign of Thanos or Nebula."

Carol groaned as she placed her hand on her head and grasped a handful of her hair.

"Great," grumbled Carol, "they could be anywhere on this planet!"

"Carol," Ultron assured Carol, "it's ok. I won't let Thanos hurt you."

"We're all keeping an eye out on them," added Nick.

"Even better," Ultron agreed, a sense of calmness filling his processor upon seeing Carol smile.

Carol reached her arms towards his chest, and upon cue, Ultron lifted her into his arms.

"Would you like me to take you home?" Ultron purred as he nuzzled his face against Carol's.

"Sure!" nodded Carol.

Ultron focused his optics on Nick Fury.

"I'll take my leave now," Ultron announced.

Ultron held Carol close to his chest as he turned away from Nick Fury and Vision and sauntered through the corridor. Once the sentient robot stepped outside the facility, he took off into the air, soaring over the state until he reached New York City. He continued his flight until he could see the apartment building at a distance. When he located Carol's apartment, he descended down the sky and landed on the balcony before lowering Carol to the ground, allowing her to open the sliding door. Smiling at him, she beckoned him into following her into the apartment, although the sentient robot had to duck his head.

"Wanna watch a movie?" asked Carol.

"Do you have another personal recommendation?" replied Ultron.

"I'll let you pick this time," suggested Carol.

Upon cue, Ultron approached the DVD shelf and began browsing until he pulled out Big Hero 6 and flashed it to Carol.

"Will this do?" asked Ultron.

"Sure!" chirped Carol.

Ultron approached the entertainment center while Carol picked up the remote and turned on the TV. The sentient robot inserted the disk into the PS4 before sitting down on the couch. Carol took this chance to sit on his lap, catching his attention.

"You enjoying yourself already?" Ultron purred.

Carol nodded, and Ultron gently wrapped his arms around her while she began playing the movie. He noticed as she relaxed into his embrace, so he began wondering if Vision saw through their closeness on the day he was brought to life.

* * *

 **I'm still open to suggestions on how to continue the fanfic.**

 **Please leave a review, so Ultron and Loki would be happy.**


	22. Carol and Bucky

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

The following morning, Andrew left for work, and Ultron left earlier after explaining that he was going to browse through multiple grocery markets so he could send the food most people wouldn't bother buying to the highest concentration of homeless and impoverished people in the United States and in Africa. Carol didn't feel like having breakfast at home, so she pulled out two sugar cookies from the pantry so she would feel full long enough until she reached this morning's destination. She gathered her handbag and stepped out of the apartment, taking care to lock the door behind her before she wandered down the stairs and stepped out of the building. She walked down the street and turned at a few corners while trying to avoid staring at anyone.

After half an hour or so, Carol stopped at the entrance to Café Centro. She stepped inside and began searching for a table. While she was searching, she noticed a strange man with a hooded jacket and gloves. Wait a minute, she remembered seeing him at the subway eight days ago while she, Steve and Ultron were on their way to the aquarium! Curiosity filling her mind, she approached his table and sat across from him while he was reading the menu, but he paused in his tracks and glanced up at Carol.

"May I help you?" he asked.

"Are you…having breakfast here?" inquired Carol.

The stranger nodded.

"Who are you?" he asked.

"I'm Carol Harvey," chirped Carol.

The stranger placed his menu on the table.

"Why are you here at my table?" he questioned.

Carol placed a finger on her chin and tilted her head.

"Didn't I recognize you from somewhere?" mentioned Carol.

The stranger gave Carol a blank stare.

"You do look familiar now that I think of it," he gasped, "at the subway station."

"Yeah," nodded Carol, "Ultron was with me at that time."

Before the stranger could respond, a waitress emerged from the kitchen and approached the table he and Carol were sitting at.

"Good morning," smiled the waitress, "what can I get you two lovely people today?"

Carol skimmed through the menu before focusing her eyes on the waitress.

"Can I get some coffee?" Carol requested.

"I'll have green tea," added Bucky.

The waitress wrote down the items on her notepad.

"Coming right up," replied the waitress.

The waitress stepped back into the kitchen. Carol leaned forward across the table.

"Do you…happen to remember Mr. Steve Rogers?" whispered Carol.

"Yes," the stranger nodded, "why?"

Carol pulled out her smart phone and accessed the Internet before searching for Captain America's profile. Once she found it, she looked for a list of loved ones.

"Could you," Carol said softly, "possibly be…Bucky Barnes?"

The stranger stared at Carol in disbelief during a moment of silence.

"Y-Yes," he admitted.

Carol scanned the dining area in an attempt to find anyone suspicious. Yet, none of the customers seemed shady nor were they staring at Bucky.

"Strange," Carol muttered to herself, "there doesn't seem to be any Hydra members here."

"So where's Steve?" Bucky asked.

"He's at the new Avengers facility in upstate New York," Carol answered quietly.

"Could you…uh," Bucky stammered.

Before Bucky could finish the question, the waitress returned with the beverages on a tray.

"Ok, here you go," the waitress announced.

The waitress placed the beverages on the table.

"Oh, sweet! Thanks," chirped Carol.

Carol grabbed several sugar packs, ripped them open and poured the sugar into her coffee and poured a container of cream into her coffee before mixing it up. After that, Carol took a sip of her coffee while Bucky poured a couple packages of sugar into his tea.

"Do you need a few more minutes or are you ready to order?" asked the waitress.

Carol read the breakfast section of the menu.

"I'd like two eggs with bacon," requested Carol.

"And how would you like your eggs?" inquired the waitress.

"Over-easy," answered Carol.

"I'll go with buttermilk pancakes and Vermont maple syrup with bacon on the side," added Bucky.

The waitress jotted down the orders onto her notepad.

"Coming right up," replied the waitress, "by the way, are you two dating?"

Bucky almost snorted into his tea as Carol's eyes widened in shock. Why would they be even dating? She barely knew him!

"What?!" exclaimed Carol.

"No," protested Bucky, "we're not."

"Oh, that's a shame," cooed the waitress, "you two would've made great kids."

Carol felt a chill sent down her spine.

"I-I don't want to have any kids," stammered Carol.

"Me neither," added Bucky.

The waitress gave Carol a stern expression.

"But you would make such a great parent," the waitress told Carol.

Carol glared at the waitress, who sighed as she stepped towards the kitchen.

"So, how did you know Steve?" asked Bucky.

"Ultron and I helped him save the world five days ago," answered Carol.

"You mean that incident in Sokovia?" paused Bucky.

Carol nodded. Bucky scratched his head in confusion, wondering how she could even fight.

"I know how Steve fights," Bucky said, "but you?"

"I can whip up explosives," Carol whispered, "chemical explosives."

"Oh," advised Bucky, "in that case, you shouldn't tell anyone how you operate it or even how it works. Someone could copy it and use it for bad purposes."

"Ok," nodded Carol.

Carol brought her smart phone and put on some headphones before she started listening to a video from DarkMatter2525 while Bucky scanned the dining area. Several minutes later, the waitress returned with the breakfast orders on the tray.

"Here you go," she said, "one order of fried eggs and bacon."

The waitress placed Carol's order on the table.

"And pancakes with bacon and syrup," the waitress continued.

The waitress placed Bucky's order on the table.

"Thanks!" chirped Carol.

Once the waitress left, Carol and Bucky started eating their breakfast. Carol dipped the pieces of bacon into the yolk and bit off the pieces covered in yolk. Bucky drizzled his pancakes with the syrup.

"Aside from Steve," asked Bucky, "what can you tell me about Ultron?"

"Well, he has seen the problems we humans have," explained Carol, "and he's trying to improve them."

"And you're helping him out?" clarified Bucky.

Carol couldn't help but blush, but she nodded.

"In a way," blurted Carol.

Bucky couldn't help but let out a playful scoff. Before Carol could continue, she heard her smart phone go off, compelling her to answer it.

"Who is it?" sang Carol.

"This is Vision," Vision answered over the phone, "do you have a moment?"

"Sure," nodded Carol.

"The abortion was a success," Vision explained over the phone, "and we have confirmed a match with Pastor Milford."

"And Delilah?" asked Carol.

"Ultron's drone is carrying her back to her mother," Vision replied over the phone.

Carol gave a gentle smile, much to Bucky's confusion.

"Well, thanks for the heads up!" chirped Carol.

"I'll take my leave," Vision said over the phone.

Carol hung up before she focused her eyes on Bucky.

"Eh, it's a personal issue I was involved in," clarified Carol, "it has nothing to do with you."

"Oh," replied Bucky.

Carol and Bucky continued to eat their breakfast until they finished after a long while. Once the waitress returned, they both paid their bill and left behind a tip. After that, they stepped out of the restaurant. The Winter Soldier scanned the surrounding area in case anyone was spying on them. Once the coast was clear, he motioned Carol to follow him into an alleyway.

"Promise me something," Bucky requested softly, "if anyone asks you where I am, don't tell them anything about me, ok?"

Carol took a few seconds to think over the request. She did hear of the Winter Soldier working for Hydra, but figured that Bucky didn't want to work for them regardless.

"Not even Steve?" paused Carol.

"Well," admitted Bucky, "I still trust him. Do you have his number?"

"Why?" asked Carol.

"If something should happen to me," explained Bucky, "I'd like to notify either you or Steve."

"Will my number suffice?" replied Carol.

Bucky nodded. Carol pulled out her smart phone and accessed the contact app, allowing Bucky to record her phone number. After that, she stashed her smart phone into her handbag.

"Thanks," warned Bucky, "just because Hydra has been dismantled doesn't mean they're no longer existent. There are still those loyal to it, and they won't even tell you about it."

"Right," nodded Carol.

Without warning, Bucky sped off, leaving Carol behind. She stepped out of the alleyway and wandered through the street, figuring that she could spend the rest of the day working on art commissions. She typed down a note in her smart phone so she would remind herself to tell Steve in the event Bucky would give her the signal. She avoided the occasional comments from a few sleazy guys hanging by the sidewalk, and when she heard one of them hollering out to her, she would shoot a deadly glare at him before continuing on.

It was only a long while before Carol finally reached her apartment, but she noticed a police car parked up next to it. She brushed it off before heading inside, but just as she was ascending the stairs, she heard shouting, so she sprinted up the stairs and gasped in shock as she saw Nelson's son, Isaiah, fist fighting with a police officer as he tried to keep them from entering the Todds' apartment.

"Hey, kid!" snapped the first police officer, "settle down, will you?"

"My dad didn't do anything wrong!" snarled Isaiah.

Isaiah reached for the pistol in the police officer's pocket, but the cop thought fast and yanked his hand away.

"Isaiah, we have a search warrant," warned the second police officer, "now step aside so we can talk to Pastor Milford and Mr. Todd."

"No!" barked Isaiah, "I will defend them from servants of Satan in the name of God!"

"That does not excuse them from breaking the law," snapped the second police officer.

"They're innocent!" protested Isaiah.

Carol hesitated, unsure whether she should either step in or avoid the conflict when the first police officer noticed her.

"Excuse me," he called, "are you Miss Carol Harvey?"

Carol almost took a step back when she froze and snapped her head at the first police officer.

"Y-Yeah?" paused Carol.

The first police officer approached Carol in a calm manner, much to her confusion.

"I'm Officer Carter, and we're part of the Special Victims Unit," he explained, "we received word from Director Fury about the incident with the Todds, so we applied for a search warrant after he sent us evidence."

"Oh, Delilah and Claudia?" clarified Carol, "how long have you known either of them?"

"I've known Mrs. Todd for a few months," answered Carter, "I visited her in the hospital while she was recovering from surgery after a violent incident happened a while ago. I personally suspected domestic violence, even if she didn't say anything about Mr. Todd."

Carol gave away no expression, not wanting anyone to see her reaction of surprise.

"Did she say anything about Pastor Milford?" asked Carol.

"Not much," answered Carter, "she did say something about Delilah complaining to her about getting a new pastor for a while."

Just then, the second police officer successfully pushed Isaiah aside.

"We're clear!" he announced.

Upon cue, Officer Carter turned on his foot.

"Thank you for your time," he said.

Officer Carter joined his fellow officer as they entered the apartment. Isaiah recovered from the confusion and glared at Carol.

"What did you do to my dad?!" demanded Isaiah.

"W-What are you talking about?" paused Carol.

Furious, Isaiah stomped towards Carol, causing her to flinch. Still, she stood her ground.

"Don't lie to me," snarled Isaiah, "you did something and now the cops are arresting my dad for something he didn't do!"

"Then why do you think Mrs. Todd and Delilah leave?" remarked Carol.

"How should I know?!" growled Isaiah.

Carol clenched her fists.

"Do you find anything suspicious about Pastor Milford?" asked Carol.

"No!" denied Isaiah, "no, of course not! Pastor Milford is God's gift to the children in our community. Where is my sister?!"

"I-I don't know," Carol lied.

"Then you need to help me find her before she commits the greatest sin she'll ever make," begged Isaiah, "she keeps whining about Pastor Milford hurting her even though she's lying!"

Carol paused in a moment of silence. She knew she would have to do whatever it took to protect Delilah, and she was worried that if Isaiah or Nelson found out, someone would probably be murdered.

"S-Sorry, Isaiah," stammered Carol, "you're on your own."

Carol pushed past Isaiah and stormed off just as Officer Carter and his coworker emerged from the apartment with Pastor Milford in handcuffs.

"Mr. Todd doesn't seem to be here," Carter muttered to himself.

Carol left the third floor and continued walking up the stairs until she finally reached the door to her apartment. She unlocked the door and stepped inside before heading into her room. Of course, Snoofles was still sleeping on her bed, yet Carol set down her handbag and turned on her laptop before browsing her account for any new commission orders. Once she found a few, she pulled out her clipboard case and started drawing.

* * *

 **I would also like an RP partner to help me write out the next chapters of this fanfic.**

 **I'm still open to suggestions on how to continue the fanfic.**

 **Please leave a review, so Ultron and Loki would be happy.**


	23. The Birthday Date

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

Carol double checked her calendar on her smart phone, confirming that today was her birthday. Officially, more than a month passed since Ultron came to life and she was hoping he would remember their promise. Once she stepped out of the shower, she made a beeline towards her bedroom, where she brushed her hair. After she slipped on her bikini, Carol searched her closet for a suitable dress. She may have overheard her parents discussing with Janette on the birthday cake, but she figured she could wait until she and Ultron came back from their first date. Once she found a cute dress, she slipped it on and searched the room for her sandals. After she slipped on her sandals, she picked up her smart phone from her nightstand and scrolled through her calendar, glossing over the date Pastor Milford was supposed to have his trial. She closed out the calendar and began scanning the assorted jewelry on top of the dresser, wondering which set she should wear for her first date. She figured that she could brush it off until later, so she set off to check her inventory for her handbag. She stashed her towel, her wallet, her keys and her mp3 player into her handbag. She returned her focus to the top of the dresser and found a cute set of jewelry that she felt would look great on her. Carol started by putting on her necklace and then she put on her earrings.

Satisfied with her look, Carol stashed her smart phone into her handbag and emerged from her bedroom before meandering into the living room, which caught Andrew, Lacy and Janette's attention.

"Wow, Carol," chirped Janette, "you look great!"

"Thanks," smiled Carol.

"You look positively amazing, sweetie. But before you go out, could I…could I talk to you privately?" her father asked.

Andrew looked concerned as Carol nodded, the others giving them space as they headed for the kitchen, Andrew clearing his throat.

"I just want you to know that…as your father, of course I'm always concerned about, well…who you take home," he said bluntly.

"I know, I know," Carol admitted.

"And finding out your boyfriend was a **_robot_** was something of a surprise to me. Quite the shock. But…so far," Andrew nodded his head slightly, "I've had time to talk to him and I've really, really been surprised at how polite, and civil and **_gentlemanly_** he is with you."

He put a hand on her shoulder.

"So I want you to know that I'm happy for you," Andrew said with a smile.

"Thanks, dad," chirped Carol.

"You're welcome," replied Andrew, "Mr. Stark called this morning and said that the Avengers would like to wish you a happy birthday."

Carol couldn't help but smile. Just then, Ultron landed on the balcony and opened the sliding door.

"Ah, Ultron! Good morning," Andrew blurted as he smiled over at Carol, "I'll, ah…leave you two alone."

Andrew chuckled, waving goodbye as he exited the room, leaving Ultron with Carol. The sentient robot stepped into the apartment and knelt down, allowing Carol to sprint towards him and give him a warm embrace.

"Happy birthday," Ultron murmured.

Carol didn't respond, but she nuzzled her face against Ultron's.

"I've picked out a **_traditional_** birthday date location that I believed you'd enjoy. Of course, if you don't **_want_** to go, that's perfectly fine, but…" Ultron continued.

Ultron reached into a chest compartment, and pulled out a small brochure for 'Six Flags: Hurricane Harbor' in New Jersey.

"What do you think?" he asked.

Carol's face lit up as she examined the brochure.

"Hey, you remembered!" chirped Carol.

Ultron smiled warmly at this.

"Well…I do have quite the photographic memory. Literally," he said, tapping the side of his head with a cheeky little grin.

"Then let's get going!" chirped Carol.

Once she stashed the brochure into her handbag, Ultron led Carol out into the balcony, where he lifted her into his arms and she wrapped her arms around him, holding onto him tightly.

"Mr. Harvey…" Ultron said with a nod at Carol's father before he winked at Carol, "now hold on tight."

Ultron whisked Carol away, off into the wild blue yonder. She turned her head, staring at the ground below in amazement as the sentient robot flew in the air.

"Do you have a preferred song appropriate for this?" Ultron inquired with a wry smile.

They soared over hill and plains, the clouds passing by around them as he spun slightly before sweeping low, over the tops of trees as leaves fluttered around them.

"How about something from How to Train Your Dragon?" suggested Carol.

"You'd like, perhaps, to take me for a…test drive?" Ultron asked.

His cheek compartments opened up, and little stereos manifested.

"A bit of a last-minute addition that Stark suggested I make," he admitted, "said you would 'go nuts for it'."

"That's great!" Carol chirped.

Carol held onto Ultron as they continued their flight. They continued to soar, making their way over wide stretches of New England before, at last, they passed over the New Jersey lines, touching down at Six Flags. Naturally, people stared at the robot who was holding hands with a woman, whispering quietly, people deciding to take a few steps far away from the two as they approached the ticket booth.

"Hello. I pre-purchased tickets?" said Ultron.

"Um…y-yeah, j-just…lemme…scan 'em," The ticket master muttered.

Ultron pulled the tickets out of his chest compartment and handed them to the ticket master, the blonde-haired man looking them over. Once the ticket master finished scanning the tickets, he handed them to Ultron and Carol.

"Er…one little thing, though…how, um…how much do you weigh?" The ticket master asked.

Ultron folded his arms.

"Shameful. You don't ask a woman her weight," Ultron remarked with a frown.

"No, not **_her_** , I mean **_you_** ," the ticket master corrected.

Ultron realized what he was implying.

"Ohhh. Am I…too heavy for the rides?" Ultron sheepishly inquired.

"You might be, yeaaaah," stammered the ticket master.

Ultron and Carol carefully read the brochure.

"You know," offered Ultron, "maybe I'll refrain from using the tubes you provide here."

"Good idea," agreed the ticket master, "we offer Play Money so you wouldn't have to worry about wet cash. Would you like to give it a try?"

"That would be great!" nodded Carol.

After taking in the play money wristbands, Ultron and Carol headed over to the lockers, where she stored her handbag after she slipped off her dress and sandals. He led her to the shower stalls where they sprayed themselves with water. They decided to head to the wave pool, where they knew they could enjoy the water together as Ultron and her waded in with the rest of 'Hurricane Harbor's' inhabitants.

"Good thing I'm waterproof," Ultron chuckled.

"Mommy," chirped a kid, gesturing to Ultron, "do you think she built that robot?"

"I don't think so," answered the kid's mother.

"Wow!" clamored another kid, "I want one, dad!"

The waves splashed over them with mighty KER-SPLOOOSHES, Ultron smiling warmly at Carol as he held her hand.

"You know, it's hard for me to **_feel_** , almost. Even with the greatest advances in technology, it's hard to feel wet, even here in the ocean. But there is one thing I **_do_** feel," Ultron admitted softly, lovingly staring deep into her eyes.

"Aww, it's ok!" chirped Carol.

Carol hugged Ultron's leg. He slightly chuckled at this before another wave swept into them with a KER-SPLOOOSH, and he grinned.

"I do so hope you're having a good time. After this, would you wish to try the tubes?" proposed Ultron, "I can wait for you."

"Maybe in fifteen minutes or so," answered Carol.

Ultron nodded, the two enjoying some more nice waves as he placed a hand on her hip, the other holding her hand as the two then began a little dance, sweeping back and forth in the harbor. In those minutes together, there existed nothing else, but the waves…and the waltz. Ultron lifted Carol into his arms when he noticed that the waves started to dissipate.

"Oh," paused Carol, "I guess this pool's taking a break from wave making."

"Shall I take you to the tube ride? It's your special day, after all," Ultron offered.

"Sure!" Carol nodded, "let's get going!"

Ultron carried Carol out of the Blue Lagoon and wandered around the park until they reached the Four Winds, consisting of Boreas, Eurus, Zephyrus and Nortus.

"Ahhh, if only I wasn't too heavy to ride," Ultron confessed wistfully.

Sympathy glistening in her eyes, Carol gave Ultron a kiss.

"You could always wait for me at the bottom, right?" Carol cooed.

Ultron smiled and nodded, giving her another kiss himself.

"Have fun," Ultron offered to her.

Ultron set Carol down, allowing her to step into the line heading through the stairs to the top of the ride. Soon, Carol was heading up the line and to the top of the line, Ultron watching on as the light caught her, her face almost beautifully illuminated by the rays of the morning sun. At the same time, Carol watched as other guests slid down the water slides on tubes. Minutes later, Ultron eagerly watched as Carol slid on down the water slides, happily squealing as she went on down, smiling at the sight. It looked like she was truly enjoying herself immensely! She reached the bottom of the slide with a splash into the small pool. Not caring that she was wet, she hopped out of the tube and swam out of the pool.

"That does look enjoyable!" Ultron complimented as she approached him, "hmm. If I had a less heavy body it'd be far easier to enjoy more with you…"

"Maybe we could talk to Mr. Stark about finding a water slide suitable for robots and humans alike," suggested Carol.

"Or perhaps a lighter material to build me out of," Ultron admitted, looking himself over, "perhaps Thor could be of use. Their technology is **_fascinating_**."

"Why don't we go see what other rides I can try out for now?" Carol offered.

"Do you have any ideas?" Ultron asked.

"Actually, I was thinking Hurricane Mountain," Carol offered.

She led him towards the enormous sets of slides as Ultron wistfully sighed.

"Oh, those **_do_** look fun," he admitted sadly.

Ultron approached the entrance and set Carol down to the ground. Sighing, she approached one of the lifeguards.

"Do you think my boyfriend here is too heavy for this ride?" asked Carol.

The lifeguard carefully examined Ultron.

"He can opt out of using the tubes or toboggans," the lifeguard suggested.

"Thanks!" chirped Carol.

"You're…sure I could give it a try?" Ultron nervously asked, looking the first tube over, rubbing his chin.

"C'mon. Live a little," Carol said with a wink as she then gave Ultron a sly kiss on the cheek.

Smiling, Ultron followed Carol up the stairs, though they had to wait in line. Once they reached the top, they approached the entrance of two different slides while Carol grabbed a tube and hopped on.

"You ready?" she asked as they finally approached the opening to the tube, Ultron nodding firmly.

"I think I can do this," he nodded, "oh, I just hope I do not **_break_** it."

Carol and Ultron waited for the previous guests to reach the bottom of the slides, sitting at the top of their slides while holding onto nearby bars. Once the lifeguard nodded in approval, they both let go of the bars. The two of them slid down, dooooown into the tube below, Ultron almost holding his breath before realizing something. The tube…it wasn't breaking at all. It wasn't buckling, it wasn't bending, it was…fine and fun! Ultron felt like he enjoyed himself as he slid down the tube. Once they reached the bottom of the slide, Carol and Ultron splashed into the pool.

"I…I didn't break it!" Ultron gasped, feeling over his body, eyes wide in surprise, "I'm…not heavy enough! Well that's good!"

Carol giggled and hugged Ultron's leg.

"I had a blast, too!" chirped Carol, "can we go again?"

"Of course, we can," Ultron chuckled.

Over the course of the late morning, Ultron and Carol slid down the tube slides of Hurricane Mountain a few times. After that, the sentient robot noticed that it was half past twelve, so he and Carol headed over to Paradise Pizza and Grill for lunch. After that, they relaxed on beach chairs at Discovery Bay, not minding the sound of children playing while a few bystanders made a brief glance at the silver robot. Half an hour later, Carol and Ultron set off to ride in the Big Wave Racer, Carol set off to ride the Tornado while Ultron waited at the small pool, they both went on the Big Bambu and Reef Runner before they finally went on the Bada Bing, Bada Bang, Bada Boom slide a couple times. By now, Ultron and Carol emerged from the small pool.

"Say, what time is it?" asked Carol.

"I'd say around three thirty," answered Ultron.

Carol couldn't help but giggle.

"I think I've had enough fun here for today," requested Carol, "can we go now? I was thinking of going to Coney Island Beach and watch the sunset."

"We can do that," Ultron nodded as he smiled.

Ultron led Carol through the park until they reached the lockers, where Ultron unlocked one of the locker closets, allowing Carol to pull out her handbag, her dress and her sandals. She pulled out her towels and dried herself and Ultron. They both scurried into one of the changing rooms, where Carol slipped out of her swimsuit, put on some clean underwear and slipped on her dress and sandals. They walked over to the ticket booth, where they exchanged the wristbands for leftover money. After that, they exited the park.

"I have to say," Ultron confessed, "I've been a bit worried about whether or not I could enjoy all that with you, but knowing I would be able to share it, it…it made me really, truly happy. I wanted this day to be what you wanted, but I was **_hoping_** that I could truly enjoy it with you, and now that I did, I…I almost wish every day could be like this."

Ultron gently caressed her cheek.

"Do you think this is what normal couples feel like?" asked Ultron.

"I guess so," nodded Carol.

Ultron lifted her up, and they soared off towards Coney Island Beach. It was only a while before they arrived at the beach, so he descended until he landed on the sand. The setting rays of the sun made the horizon look as though it was a fire that was slowly being extinguished, deep reds and orange blending together, soon giving away to faint purple and black of night as they arrived at the beach and began to stroll across it. A gentle wind blew against Carol's skin as the setting sun began to sink beyond the horizon, a deep red gem being swallowed up by endless ocean as the faintest glimmer of starlight began to poke its head over the soon-to-arrive night sky. Carol smiled as she nuzzled her face against Ultron's.

"Ultron," requested Carol, "can we take a picture here?"

Ultron gave Carol a blank stare for a few seconds.

"Why do you ask?" Ultron paused.

"I thought I'd send a selfie to our Avenger buddies," explained Carol.

Ultron set Carol onto the ground.

"That sounds like a fine idea," Ultron nodded, opening up a chest compartment.

"Let's make it high-definition," he chuckled.

Ultron pulled out an advanced-looking 'Nikon' camera and chuckling as he set it up on the beach before going back over to Carol.

"It'll go off in thirty seconds," announced Ultron.

Ultron lifted Carol into his arms and they smiled while facing the camera. The camera ticked down, more and more, five…four…three…two…one…

SNAP!

Ultron approached the camera and examined the photo it took.

"Tell me…what do you think?" he asked, showing off the photograph to Carol, "I haven't done a 'selfie' before."

"It looks great!" chirped Carol, "I could post it on Twitter through my phone."

Ultron chuckled, pressing a few buttons on the camera, and with a PING, she now saw it sent to her via IM.

"I imagine the Avengers might get quite the surprise seeing this," he confessed.

"Yeah," agreed Carol.

Carol uploaded the photo to her Twitter and wrote down a caption:

 _{Ultron and I are now in a relationship.}_

* * *

Meanwhile, at the new Avengers facility, the Avengers happened to see the Twitter update. Steve blinked as he looked down at his own phone at the gym, having finished up some rounds with a punching bag. Seeing the notification, his eyes widened.

"Oh!" he remarked aloud.

"Should have seen **_this_** coming," Tony commented, looking his own phone over.

"Aw, they're cute together," Natasha informed Clint whilst Bruce Banner meanwhile, still in his Hulk form, grunted. He'd kept his phone and was trying in vain to check it out…but his fingers were just too darn big.

"GRRRR!"

Pietro happened to notice Bruce's frustration.

"Need some help, big guy?" asked Pietro.

"HULK HATE APPLE," Hulk grunted as he handed Pietro the cellphone, Pietro swiping it and bringing up Twitter.

"Awwww, look at them!" Pietro chirped.

Pietro carefully handed the iPhone back to the Hulk as Hulk chuckled a bit, smiling warmly as the anger began to fade and he began to change back into Banner.

"The two are **_adorable_** ," Bruce admitted.

"Is that what Viszh meant about Ultron finding someone who loved him?" asked Wanda.

"You mean Vision?" Pietro asked.

Bruce tried to put on a t-shirt, Pietro chuckling as Bruce looked over his shirt.

"One day I'll find a shirt that can stretch just as much as me," he sighed, looking down at his purple briefs.

* * *

Meanwhile, Ultron and Carol were sitting at the beach with Carol in the silver robot's lap as they watched the sunset. He would occasionally brush a few stray hairs from her face while she nestled into his embrace.

"So, what do you think we should do for dinner?" asked Carol, "do you have any ideas?"

Ultron smiled tenderly at her.

"It's your special day. Whatever you'd enjoy, I will provide," he promised.

Carol nodded in agreement and pulled out her smart phone. She began searching the Internet for any possible restaurants that might be suitable for their date.

"Maybe Il Bambino?" suggested Carol.

"Ahh, Italian. Classy. Anything but shawarma," Ultron confessed, "I don't know why, but I simply **_despise_** the mere concept of it…for some reason I feel very awkward picturing it."

"That's ok," replied Carol, "I just felt like Italian tonight."

Ultron stood to his full height with Carol in his arms and took off into the sky. Once he flew deep enough into the city, he descended until he landed in front of the restaurant, where he set Carol to the ground and led her inside. Once they sat down a table, Carol received her order of water and began reading the menu, anticipating to try out whatever dish would be great for her dinner.

* * *

 **I'm still open to suggestions on how to continue the fanfic.**

 **Please leave a review, so Ultron and Loki would be happy.**


	24. The Distress Signal

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

That evening, after Carol finished her dinner and Ultron paid the bill for her, they left the restaurant and arrived at the apartment, so the sentient robot landed on the balcony and set down Carol, allowing her to open the sliding door before she led him inside. There, Andrew, Lacy and Janette were waiting at the kitchen table with a box of ice cream cake sitting on the counter.

"Hey, guys!" Carol called while waving her hand, "we're back!"

"How was your day, sweetie?" Andrew inquired while Lacy and Janette were getting the ice cream cake out of the box, slicing up a few pieces, "you look awfully happy."

"We had an absolutely delightful time," Ultron confessed.

"Good timing," replied Janette, "we just got the cake from Baskin Robbins."

"It looks great!" Carol chirped.

"Makes me almost wish I could _**taste**_ it," Ultron confessed with a wry smile.

Carol served herself a piece and started eating. She savored the taste of Oreo Cookies n' Cream ice cream mixed with chocolate cake. Soon enough, all of the family, save for Ultron, had dug into the cake and left only faint crumbs as he handed her a napkin, Andrew gently hugging his daughter.

"What was that for?" Carol asked.

"I just want you to know how much I love you," he said warmly.

"Thanks, dad," smiled Carol.

"You're welcome," replied Andrew.

Andrew let go of his embrace, allowing Carol to stand from her chair and beckon Ultron to follow her to the door into her bedroom.

"Ok, I'm going to get changed," she said.

Carol slipped into her bedroom and closed the door before changing out of her dress and slipping on her pajamas. After that, she opened the door. Ultron smiled as he made his way into the bedroom, warmly gazing upon her.

"I'm glad you had a wonderful time today," Ultron told Carol.

"I'm more glad that I had my first date with you," replied Carol.

Ultron nodded in agreement and laid on the bed.

"It's my absolute pleasure to, in turn…please you. You've shown me a whole new world," he admitted with a sly smile.

Carol climbed into her bed and nestled into Ultron's embrace before giving him a kiss. Ultron, in turn, nuzzled up against her, trying to return the kiss as best he could despite his lack of lips. While he was holding her close to him, Snoofles entered the room and jumped up onto the bed, catching Carol's attention.

"Aww, I think Mr. Snoofles wants some company," chirped Carol.

"We meet again, Snoofles," Ultron remarked with a faintly sardonic chuckle.

Snoofles responded with a meow.

"Want to come on up?" Ultron asked as politely as he could, patting the bed.

Snoofles eagerly walked across the bed and laid down next to Carol and Ultron's heads.

"Good thing as a robot I cannot be allergic," he chuckled.

"I'm not allergic to cats either," Carol remarked.

Ultron carefully stroked over Snoofle's head, trying to avoid hurting him. Seconds later, the cat purred with such happiness. Ultron chuckled, leaning back in the bed.

"It's been a good day," he admitted.

Carol wrapped her arms around Ultron, allowing him to stroke her head as his cheekplates opened up, little stereos playing a soft tune from a video game which lulled her to sleep.

* * *

The following morning, Ultron watched as Carol slept in his arms. Snoofles rested his head on her shoulder and continue to purr away. Ultron gently petted the cat some more, then went back to watching Carol sleep. He watched her chest slowly rising and falling, staring long into her closed eyes. Minutes later, Snoofles uncurled and stood on his feet before licking Carol's face. Slowly but surely, Carol awoke as Ultron smiled back.

"Sleep well?" asked Ultron, "we androids dream of electric sheep."

Carol jerked her head away from Snoofles and wiped the cat's saliva off her face.

"I was sleeping just fine until Snoofles licked me again," sighed Carol.

"Does he do that all the time?" pondered Ultron.

"Maybe he does it because he's hungry," remarked Carol.

"I can feed him," Ultron offered politely, "it's no issue to me."

Ultron got out of bed and picked Snoofles up into his arms. Carol reached out and pulled her smart phone out of her handbag to check the time. She plugged it into the recharger on her nightstand before she sat up from the bed. She followed Ultron out of the bedroom and into the kitchen. Soon, happy purring filled the air, as Snoofles was eagerly being served a can of cat food, Ultron finishing it up before heading back to Carol.

"So Carol," asked Ultron, "what are your plans for today?"

"I really don't have an idea," admitted Carol, "I was going to get some breakfast first."

"Why don't I make something?" Ultron offered warmly, giving her a smile.

"Sure, that would be great!" Carol chirped as she nodded.

While Snoofles was eating, Ultron searched the kitchen and pulled out a box of cream of wheat. He filled a saucepan with water and placed it on the stove before activating it. Carol searched the cupboard until she found a container of chocolate powder, catching the silver robot's attention.

"I usually add chocolate to my cream of wheat," explained Carol.

Smiling, Ultron plucked the container of chocolate powder from Carol's hands.

"I'll be sure to add the chocolate for you," he purred.

Smiling, Carol prepared the coffee maker and activated it, letting it start making coffee. At the same time, Ultron carefully read the directions on the box as he was cooking breakfast. Ultron got to work, adding in the chocolate and carefully sprinkling it in before he swirled it about. Soon the delightful scent of cream of wheat filled the air, wafting into Carol's nostrils. She approached the coffee maker to check the progress, soon to notice that the coffee was ready. Ultron put down the cream of wheat while Carol poured herself a cup of coffee as he got her a spoon.

"I hope you're hungry," Ultron offered with a smile.

"Thanks!" chirped Carol.

Carol placed the bowl of cream of wheat and her cup of coffee on the table. She poured some milk into the cream of wheat before she started eating. Upon taking a bite of the cream of wheat, Carol's face lit up.

"Wow, this is great!" smiled Carol.

"Thank you," replied Ultron.

Carol eagerly ate her breakfast and drank her coffee. After that, she put away the dishes and headed into her bedroom to check her smart phone. She noticed that it was fully charged, but when she unplugged it, she also noticed a recent text message…which must've been sent while she was eating her breakfast. She accessed her smart phone and read the message:

 _{Find me in the East New York freight tunnel. I just ran into trouble.}_

Carol felt a chill sent down her spine once she learned that the message came from Bucky, so she closed the door and changed out of her pajamas before brushing her hair. After putting on her bra, she stepped towards her closet and grabbed her suit. She slipped on her protective vest and she grabbed her pants from the bed before she slipped into them and closed her zipper. She grabbed a pair of socks from her dresser and slipped them onto her feet before she grabbed her belt and slipped it through the belt holders of her pants and secured it. She grabbed the shirt and slipped her arms through the sleeves before she zipped it up and tucked it into her pants. She then slipped on her gloves and sat on the bed before she put on her boots, making sure to zip them up. Carol grabbed her backpack and her alchemy gauntlet before slipping them on carefully. To finish the look, she grabbed the armband and fastened it around her right upper arm, securing the tube to her arm. Once she put on a pair of earrings, she stepped out of her bedroom with her smart phone in her hand, heading into the living room, where she could see Ultron petting Snoofles on the island.

"Ultron, I have a favor to ask of you," called Carol.

Ultron removed his hand from Snoofles and approached Carol while tilting his head.

"Is there trouble in the city?" asked Ultron.

Carol beckoned Ultron to lower his head closer to hers with her hand.

"How about something to do with Hydra members trying to hunt down someone who doesn't want to work for them?" whispered Carol.

"I see," mused Ultron, "so how may I be of assistance?"

"Could you call Mr. Rogers and tell him to meet up with me?" requested Carol.

"I'll fly you over to the facility if you wish," offered Ultron.

"Thanks!" chirped Carol.

Carol scurried into her room and stashed her keys, her wallet and her smart phone into a side pocket of her backpack. She then left her bedroom and stepped out into the balcony and closed the sliding door behind her. Upon cue, Ultron lifted her into his arms and she wrapped her arms around him. Seconds later, he took off into the sky, flying over the city and ascending into the clouds. Once they reached upstate New York, Ultron descended down the sky as he saw the new Avengers facility ahead. He made a graceful landing in front of the building before he set Carol to the ground. The silver robot led her inside and they wandered through the hall with glass panes. They started searching the facility for Steve when they soon ran into Natasha.

"Nat?" Carol called as she waved her hand, "do you have a moment?"

Sighing, Natasha paused in her tracks and turned on her feet until she faced Ultron and Carol.

"You do realize I'm not interested in hearing the details of your sex life with your boyfriend," Natasha remarked while folding her arms.

"Uh, we haven't reached that stage yet," stammered Carol.

"Do you know where Captain America is?" asked Ultron.

Natasha unfolded her arms and let out an exasperated sigh.

"I haven't seen him this morning," admitted Natasha, "sorry."

"Well, thanks for your answer," replied Carol, "we'll just keep searching."

Natasha tilted her head to the side.

"How about I tell him you're here?" suggested Natasha.

"That could help," nodded Ultron.

Upon cue, Natasha tapped her finger on her ear, activating her comm receiver.

"Cap? Ultron and Carol came here to see you," said Natasha, "do you have some spare time?"

"Tell them I'll be waiting in the locker room," Steve suggested over the com-link.

"You got it," nodded Natasha.

Smiling, Natasha ended the transmission before focusing her eyes on Ultron and Carol.

"He'll meet you in the locker room," she explained.

"Thanks, Nat!" chirped Carol, "we'll see you later!"

Natasha turned to leave while Ultron and Carol set off in another direction, making a beeline towards the locker room. While they were waiting for Steve, Carol pulled out her smart phone and carefully read the text message, which caught Ultron's attention. Once he caught a glimpse of Bucky's name, he did a quick search on the Internet.

"James Buchanan Barnes," Ultron commented while tilting his head to the side, "I wonder how you managed to get his phone number."

Startled, Carol snapped her head at Ultron.

"Well, I ran into him last month," explained Carol, "he was pretty friendly, but he's currently on the run from Hydra members."

"So that's why you mentioned Hydra back at the apartment," mused Ultron.

"Yeah, and he's the guy we ran into at the subway on the way to the aquarium," added Carol.

Before Ultron could respond, Steve stepped into the locker room and approached the silver robot and the nineteen-year-old girl.

"Hi, Mr. Rogers!" chirped Carol.

Steve smiled warmly at her before glancing left and right and making sure the door was locked before taking in a breath.

"Do you know your friend Bucky Barnes?" asked Ultron.

Steve nodded.

"I've been trying to find out about my friend, but I haven't heard anything from him since the SHIELD helicarrier fell," Steve admitted with a sigh.

"Well, I met with him and he sent me this text message," Carol explained.

She held out her phone, and Steve looked it over as his eyes widened in shock.

"So he's here in New York?" clarified Steve.

"Yeah," nodded Carol, "I was hoping you would help us out."

"It's Bucky," Steve sighed as he firmly nodded and looked slightly away, "with…with _**her**_ gone, Buck's the last link I got to the world I knew. To my past, to my childhood, to…to everything that made me _**me**_."

Sympathy glistening in his optics, Ultron placed his hand on Steve's shoulder.

"You can still help him," Ultron assured Steve, "you wouldn't want Hydra to capture him, would you?"

Steve glanced over his shoulder and nodded in agreement. He stepped aside, freeing himself from Ultron's grip before heading into the changing room. After waiting for a few minutes, he emerged fully equipped with his suit and his shield, the standard uniform that would have anyone recognize him as Captain America.

"All right," Captain America announced, "let's assemble!"

* * *

 **I'm still open to suggestions on how to continue the fanfic.**

 **Please leave a review, so Ultron and Loki would be happy.**


	25. Bucky's Escape

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

Carol, Ultron and Captain America headed outside the building and made a beeline towards the garage, where the super soldier pulled out the motorcycle.

"I hope we're not too late," Carol said to herself.

"I could scan the city in the air and let you know if there are any members of Hydra nearby," Ultron suggested.

"That'd be helpful," Captain America admitted as he began to prepare the motorcycle, "Carol, would you like to ride with me?"

"Sure!" Carol nodded.

Carol hopped onto the motorcycle and embraced herself to Captain America's shield so she wouldn't fall off. The two took off down the road, Ultron soaring high up into the sky, scanning around the city, trying to track down potential Hydra members. Of course, they still had to find Bucky, so Carol used her smart phone's GPS to guide Steve to the destination where Bucky might be located. Steve continued down the road, Carol's smart phone letting him know to turn as Ultron continued to scan the city. So far, so good. Everything _**looked**_ clear…but when they arrived at the East New York freight tunnel, they saw two adults standing at the entrance, checking if the coast was clear. They disembarked the motorcycle and ducked behind a wall before examining the couple carefully. Before them stood a man and woman in green and faintly tan armor, the woman with teal pants and thigh-high black boots, with flowing locks of reddish/blonde hair and a large chest plate over her chest. The man had large black gloves and a face with sharp scars over his stubbled face, and large thick black boots, both of them holding aloft heavy duty pistols as they looked around while Carol and Steve hid behind a wall.

"Hydra agents?" he murmured.

"If we're going to save Bucky," whispered Carol, "we might have to distract these guys."

Captain America frowned a bit before realizing…

"Carol, do you think Ultron could distract them?" he asked.

Nodding in agreement, Carol pulled out her message app and sent a text to Ultron:

 _{We got a Hydra couple at the entrance. Could you move them out of the way?}_

Reading the text across his eyes, Ultron nodded, sending a text back as he barreled down at the two blocking the entrance, landing expertly as he folded his arms over his chest.

"And what, pray tell, are you two doing here? That weaponry is military-issue…" demanded Ultron.

The woman aimed her heavy duty pistol at Ultron.

"Stay out of the way," she warned, "we have business to take care of!"

Ultron looked amused at this, tilting his head to the side.

"You think that little thing _**scares**_ me?" remarked Ultron.

As Ultron stepped forward in an attempt to force the couple to step back, Carol snapped a picture of them, reminding herself to send the picture to Ultron once Bucky was safe. The couple fired on him, Ultron barely dodging as he frowned. They packed a surprisingly powerful punch.

"You added illegal modifications to it, eh?" commented Ultron.

"We're already assassins, you think weapon modding charges scare us?" the male asked with a sneer.

"Then you're not going anywhere into that tunnel," declared Ultron, "it's off limits. If you disagree, I will have to force you."

"You don't scare us!" the assassins snapped.

They fired at Ultron as he reeled back, then held up his hands as they pulsated and throbbed, magnetic waves shooting forth as their guns twitched and shook, realizing he was pulling their guns away! The assassins tried to hold onto the guns, but they were yanked out of their hands.

"Ok, now's our chance!" Steve announced.

Carol and Captain America rushed forward out of the alley, fists held high as Ultron grinned. The two assassins barely had time to react as two fists slammed into their faces, knocking them clean off their feet. Carol turned her head at the assassins.

"See you, suckers!" Carol sang while sticking her tongue at the assassins.

Without hesitation, Carol and Captain America sprinted into the tunnel. As they raced on in, Ultron flew in after them, his optics scanning ahead.

"We're going to be intersecting with the East New York Freight Tunnel. It has been _**long**_ since abandoned and is crumbling and ravaged. If someone was trying to hide in New York, it'd be a fine place to hide," he remarked as the air grew stale and musty the deeper in they went.

"I don't think we even have time for history lessons right now," Carol panted as she continued to sprint.

"Make a right turn down here is what I'm saying," Ultron advised as he pointed to the right, at a barely-blocked-off deep, musty-looking entrance as a chill wind blew through the air.

Nodding in agreement, Captain America and Carol darted right through the entrance. Little did they know, the assassins were in pursuit. As Ultron, Captain America and Carol made their way through the tunnel, a set of loud noises yelled through the air as they turned to look behind them.

"They're _**still**_ coming after us? Wow, they're persistent," commented Ultron.

"I guess the distractions at the entrance weren't enough," replied Captain America.

While sprinting, Carol tapped on the screen of her gauntlet and whipped up a chemical combination. She activated the disk and threw it at the assassins. In a matter of seconds, the disk exploded, trapping the male assassin's foot in putty which stopped him in his tracks and he fell to the ground. While he struggled to free himself, the female assassin groaned in frustration and turned to help free him from the putty trap, allowing Steve, Carol and Ultron to get away.

"Smart girl," Ultron chuckled.

Ultron, Steve and Carol continued to sprint through the tunnel.

"I'm detecting life signs," Ultron said, his optics flashing as he pointed down, deeper and deeper into the waiting tunnel as Carol and Captain America looked at him, "a single life sign."

"Can't you tell anything more?" clamored Carol.

"From my scanners? No, not yet," Ultron admitted.

"That might be Bucky," replied Steve, "we should keep going."

All of them headed closer and closer towards a large archway in the tunnel, into pitch-blackness, Carol holding up her smart phone to use as a flashlight as they got closer and closer to the life sign. After about ten minutes, they saw something faintly glowing up ahead, and sure enough…there was Bucky, hands over a fire, looking up at them all as he blinked in surprise at seeing Captain America, who took off his helmet.

"Buck?" Steve asked, "do you know who I am?"

"Your mom used to stuff your boots with newspapers," Bucky chuckled.

Steve couldn't help but smile.

"Hey, Bucky!" Carol chirped as she waved her hand, "are you doing ok?"

Bucky warmly smiled back as he rose up but nervously looked Ultron over.

"You, um…your friend?" he asked quietly while pointing at Ultron, "who's this?"

"That's my boyfriend, Ultron," smiled Carol.

"He's your boyfriend?" Bucky asked, "um…how does that…well, work? I mean…wouldn't…you know…"

"I assure you, I am _**completely**_ affectionate," Ultron remarked.

"Oh," blurted Bucky, "well, good news is that I didn't get captured yet. The bad news is that Hydra knows where I am."

Carol scratched her head.

"Yeah, that's not a good sign," sighed Carol.

"I'm currently on the run, but I can't really show my face in public," Bucky admitted, "I don't suppose any of you could help me?"

"You need to get to a country with _**very**_ lax security screenings," Ultron remarked, "luckily, there is a flight to Bucharest within an hour. We could arrange passage for you."

Carol beckoned Ultron to glance at her.

"Good idea," replied Carol, "but we'll have to deal with security at the airport first, wouldn't we?"

"I can handle that," Captain America assured Carol as he gave them a smile, "and I think I know exactly how."

Captain America, Ultron, Bucky and Carol quickly sprinted through the tunnel, zipping past the assassins and made their exit. Steve and Bucky rode down the street on the motorcycle as Ultron flew Carol over the city. They soon arrived at the entrance to the airport and headed inside. Soon, Captain America stood in front of the security office.

"Excuse me!" he called.

The guards inside opened the door and glanced at Steve.

"Oh my god! Captain America?!" one of them gasped.

"I _**gotta**_ get your autograph, my kid's the biggest fan!" a second one insisted.

Steve smiled in response as one of the security guards pulled out a notebook. Unbeknownst to them, Ultron had arranged a ticket for "Richard Barnes", who was now slinking past the security office from behind, managing to slide on into a service entrance which would take him right to a bathroom close to the airport terminal he needed to go. Now, he'd have to break in…

But that was easy. He simply crushed the door handle in his mechanical arm and slid on in, breathing a sigh of relief as he made his way through the hallway as quickly as he could, Ultron and Carol showing up behind Steve to further distract the guards.

"We saw you on TV!" one of the guards exclaimed.

"Can we have your autograph too, sir?" one asked Ultron.

Ultron couldn't help but chuckle.

"Oh, you saw us fighting in Sokovia?" Carol told the guards.

"Oh, absolutely!" the guard answered as they all nodded and agreed, holding out their notepads and pens.

Smiling, Carol and Ultron took the notepads and signed their names.

"You were amazing!"

"I can't wait to tell my kids about this!"

"Can we get your picture together?" One of the guards inquired, holding a phone up.

Ultron and Carol exchanged glances for a moment before returning their focus on the security guards.

"Sure!" chirped Carol, "why not?"

Ultron lifted Carol into his arms and she leaned onto his face.

"Alright then! One…two…" the guard said, the others moving back, "three!"

CLICK! The picture was taken as the guard grinned in delight.

"Oh man, my kids are gonna _**flip**_!" he chirped.

"I'm sure they'll like it," agreed Ultron.

As they bid the guards farewell, waving goodbye, the two got a "beep" on Carol's phone and looked down, a simple text message on display.

 _{Got to the plane. Thank you.}_

Carol smiled warmly as Steve breathed a sigh of relief.

"He's going to be ok," said Steve.

Ultron, Carol and Steve started to walk towards the entrance of the airport.

"I really appreciate your help, Mr. Rogers," smiled Carol.

Once they stepped outside the airport, Ultron scanned the area to ensure there weren't any Hydra members around. However, Carol saw a bee flying out of a nearby flower and starting to buzz around the trio, so her eyes widened in fear and she screamed as she hugged Ultron's leg tightly, catching his attention.

"Are you ok?" Ultron asked, concern filling his optics.

"Get it away from me!" shouted Carol.

Ultron scanned the surroundings again.

"Strange," Ultron said to himself, "I don't detect any threats."

It was then Steve saw the bee buzzing around them.

"No," Steve replied while he pointed at the bee, "but I see a bee."

After examining the bee for a few seconds, Ultron glanced down at Carol.

"You're…afraid of bees?" paused Ultron.

"A-And wasps," whimpered Carol, "I climbed a tree with a beehive one time. I didn't even know the beehive was there until I stepped on the branch that held it."

Once she finished her brief speech, Carol buried her face into Ultron's leg, so he gently stroked her back.

"Oh, Carol," he cooed, "it's ok. It's just checking us out."

Carol didn't respond, but she still clung onto him in a moment of silence until the bee buzzed off somewhere else.

"It's ok, Carol," Steve announced, "it's gone, now."

Breathing a sigh of relief, Carol released her embrace before following Ultron and Steve into the parking lot.

"So what happened after you stepped on the branch?" asked Steve.

"All I could remember was falling off the tree with the beehive and the bees swarmed all over me," answered Carol, "I had to be taken to the hospital after that."

Ultron placed his hand on her shoulder.

"At least you're still alive," he assured Carol.

Nodding in agreement, Carol held her smart phone in front of her face and scrolled to her photo gallery until she reached the picture of the assassins, catching Ultron's attention.

"Oh?" paused Ultron, "you took a picture of the humans tracking down Bucky?"

"Yeah," nodded Carol, "can you try to identify them?"

Carol held out her smart phone in front of Ultron, allowing him to scan the picture. After that, he did a quick search on the Internet. His search led him to a few websites that held a few files about the humans in the picture.

"Interesting," mused Ultron, tilting his head, "they're Charlie and Hilda Ramirez."

"What did you find about them?" asked Steve.

Ultron placed a finger on his chin and glanced at Steve.

"They're a mix of assassins and bounty hunters," explained Ultron, "I heard that they're paid for hire."

"So, someone paid them to capture Bucky?" clarified Carol.

Ultron nodded. Steve hopped onto his motorcycle.

"If that's the case," advised Steve, "if you come across them again, don't tell them anything about Buck, ok?"

"You got it," nodded Carol.

Carol and Ultron took a step back, allowing Steve to ride out of the airport. Since they were left behind, the silver robot turned his head at Carol.

"How about I take you home?" purred Ultron.

"Sure!" chirped Carol.

Ultron scooped Carol into his arms and took off into the sky, soaring over the city and barreling towards the apartment building. Once he landed on the balcony, he lowered Carol to the floor, allowing her to open the sliding door. Before she could step inside, she turned her head at Ultron.

"Maybe we could go on another date tomorrow night?" requested Carol.

"I'm not so sure on tomorrow night," answered Ultron, tilting his head, "but we could go on another one two nights from now."

"Great!" chirped Carol, "I'll see you later!"

Carol skipped into the apartment while Ultron took off from the balcony. He knew he had some personal objectives to carry over.

* * *

 **I'm still open to suggestions on how to continue the fanfic.**

 **Please leave a review, so Ultron and Loki would be happy.**


	26. Dance Night

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

Two days later, Carol rummaged through her closet in search of an evening dress for her next date with Ultron. She soon came across the dress she wore at the party the Avengers held at their tower. A simple glance at it triggered a brief flashback of the night she first met Ultron. Still, she shrugged it off and pulled the dress out of the closet. She slipped into it and zipped up the back before ambling over to the dresser, where she picked up her hairbrush and brushed her hair. Once she finished, she scanned the jewelry case on her dresser until she found a turquoise necklace and put it on. After putting on her earrings, she wandered all over her room until she found her tights and her shoes. She was in the middle of putting them on when Ultron arrived at the entrance to her bedroom.

"Are you still getting ready?" asked Ultron.

Carol stopped just as she was buckling up her left shoe and glanced at Ultron.

"Yeah, I just need to get my shoes on," nodded Carol, "did you find a place for our next date?"

"I've been doing a search on dance clubs," answered Ultron, "the best one I could think of is the Bell House."

Carol smiled as she finished slipping on her shoes.

"That sounds great!" chirped Carol, "I was thinking of bringing along Wanda and Vision so they can have a good time, too!"

Ultron folded his arms while contracting his optics and letting out a little sigh. Carol grabbed her handbag and skittered over to the door to her bedroom, allowing Ultron to escort her outside the apartment.

"You know something," mentioned Ultron, "that took me about five minutes to get here and about forty hours for you to get ready."

"Uhm," muttered Carol, "that's a bit of an exaggeration, don't you think?"

Ultron couldn't help but chuckle as he lifted Carol into his arms.

"Shall we?" questioned an ecstatic Ultron.

Carol nodded. Upon cue, Ultron took off into the sky and flew over the city. Once they arrived at the Avengers facility, Ultron gently set Carol down as he landed on solid ground. Smiling, she led the silver robot into the facility.

"I never thought I'd consider myself to be one of the good guys," stated Ultron.

"Maybe it must've been a result of some encouragement," smiled Carol.

"Oh, yeah," Ultron agreed, "a _**long**_ -ass list of encouragement."

Carol couldn't help but burst into laughter. Ultron smiled and he placed his hand on her shoulder. With nothing else to do, he whistled the Captain America theme for the hell of it all. While wandering through the facility, they finally found Wanda and Vision.

"Hey! Wanda!" Carol called while she waved her hand.

Wanda and Vision turned their heads at Carol and Ultron.

"Carol," said Wanda, "enjoying the city life?"

"We were just going to a dance club for our date," explained Carol, "maybe you two would like to come along with us?"

"Ah," mused Vision, "a double date."

Ultron couldn't help but chuckle.

"So that's why you wanted to invite Vision and Wanda," commented Ultron.

Carol turned her head at Ultron.

"So what was your first clue?" remarked Carol.

"When you suggested inviting them," replied Ultron, "I figured we would be having company. I wonder how Vision knew about double dates."

"I told him last night," answered Wanda.

Wanda and Vision started to stand from the table they were sitting at.

"I'll have to pick out a dress," said Wanda.

"Can I help?" chirped Carol.

Ultron and Vision gave Carol a blank stare.

"Well, I thought I'd help with some fashion advice for another girl?" explained Carol.

"I welcome it," nodded Wanda.

Wanda, Carol, Ultron and Vision stepped out of the room and through the corridor, turning at a couple corners until they reached the dressing room. Carol and Wanda approached the Scarlet Witch's wardrobe and they browsed the various dresses. Just as Wanda picked out a dull red dress with black trimming, Pietro zipped into the dressing room and stopped at his wardrobe, rummaging for some comfy clothes. Wanda picked out a set of jewelry and matching shoes before stepping over to the stall, only to realize that Pietro was almost at the same stall.

"Oh?" paused Pietro, "are you going somewhere?"

"Ultron and his lover invited me and Viszh to a double date," explained Wanda.

Pietro shot a glance at Ultron and Carol before moving to the adjacent stall, allowing Wanda to step into the stall to change. After a few minutes, Wanda and Pietro emerged from their stalls at the same time.

"So where are you going on this double date?" asked Pietro.

Wanda stepped towards Vision while Ultron took a step towards Pietro.

"I figured we could go dancing at the Bell House," answered Ultron.

"Wanna come along with us?" chirped Carol, "you can find a cute girl there."

Pietro scoffed as he held up his hand.

"I'll pass," Pietro declined.

Vision hovered over to his wardrobe and picked out a dress shirt, some dress pants and a vest.

"I thought your suit would do just fine," commented Ultron.

Vision turned his head at Ultron.

"I feel like dressing for the occasion," replied Vision.

Ultron scoffed as he tilted his head and folded his arms.

"At least I don't have to worry about others seeing my body," replied Ultron, "since I don't wear clothes."

"Put some on, buddy," teased Vision.

"Bite me," muttered Ultron.

"You are made out of metal," remarked Vision, "I am also straight."

Vision stepped into one of the stalls and began changing.

"This counts as my first time seeing androids joking around," Pietro muttered to himself.

Pietro turned his head at Ultron and Carol.

"Are you sure Wanda's going to be ok?" asked Pietro.

"I'll be fine," Wanda assured Pietro.

"Besides, Vision can ensure her safety like I'm ensuring Carol's," Ultron added as he placed his hand on Carol's shoulder.

Pietro gave a soft smile.

"All right," nodded Pietro, "have fun."

Pietro zipped out of the room just as Vision emerged from the stall. The android glanced around the room before focusing his eyes on Ultron.

"Strange," said Vision, "Pietro was here less than a minute ago."

"He left because he approved of his sister's date," clarified Ultron.

"Ah, I see," mused Vision.

Wanda walked over to her wardrobe and pulled out her handbag.

"Ok," chirped Carol, raising her fist into the air, "let's get going!"

Ultron, Carol, Wanda and Vision stepped out of the dressing room and wandered down the corridor until they exited the facility. Ultron lifted Carol into his arms while Vision lifted Wanda into his arms.

"So where is this dance club?" asked Wanda.

"I'll lead the way," Ultron offered.

Ultron and Vision took off into the sky and flew into the city. Once the silver robot located the Bell House, he descended down the sky, compelling the android to do the same. They both landed in front of the building and lowered Carol and Wanda to the ground. They stepped inside and approached the counter.

"Hello, welcome to the Bell House," said the clerk, "how can I help you?"

"Can we get four tickets?" requested Carol.

"Can I check your IDs?" asked the clerk, "tonight's event is for eighteen and older."

Upon cue, Carol and Wanda handed their ID cards to the clerk, allowing him to examine them before handing the ID cards back.

"I need the IDs for your boyfriends, too," he said, referring to Ultron and Vision.

"Sir, they're robots," clarified Wanda.

The clerk scratched his head before glancing over his shoulder.

"Hey, Brenda," called the clerk, "are robots allowed in the dance club?"

"We never had robots here before, so I don't know," Brenda responded in the back.

Sighing, the clerk turned his head at Carol and Wanda.

"Whelp," suggested the clerk, "since your boyfriends are the first robots to come here, I guess they can get adult tickets."

"Thank you, sir," replied Vision.

Carol and Wanda paid for the tickets before leading Ultron and Vision into the main event hall, where they could see a band playing music on stage while the crowd was dancing. Ultron and Vision found a suitable place for Carol and Wanda to store their handbags safely.

"You do know how to dance," said Ultron, "right, Vision?"

"Well, I did research on some dance techniques," admitted Vision.

"I can show you if you'd like," suggested Wanda.

Nodding in agreement, Vision took Wanda's hand and set off to dance. Ultron remembered the little dance he had with Carol at the water park, so he took her hand while placing his other hand on her hip. They both made rhythmic steps, making sure they were in sync while the music continued to play. They even made moves of their own before Carol took Ultron's hand and spun around. Of course, plenty of people made glances at Ultron, Carol, Wanda and Vision, but they brushed it off and continued dancing. Maybe it would've been rude to stop the music and the dancing altogether just to interview them. At the same time, after imitating Wanda's rhythmic steps, Vision started to get the hang of dancing.

"Well, this isn't bad," Vision said to himself.

"I can't remember the last time I had fun dancing," admitted Wanda.

Still, Wanda took Vision's hand and spun around in sync with the music. Over the course of the evening, Ultron, Carol, Wanda and Vision lost track of time, yet they enjoyed themselves on the dance floor. Once they stepped out of the dance floor to rest for a bit, Ultron checked the time in his processor.

"Interesting," mused Ultron, "we've been here for a few hours."

Vision made a soft glance at Wanda.

"Would you like to continue?" asked Vision.

"No thanks," answered Wanda, "I had enough fun for tonight."

Just as Wanda finished speaking, Carol yawned, catching Ultron's attention.

"Tired?" purred Ultron.

"Almost," nodded Carol.

Ultron scooped Carol into his arms while Wanda and Vision went to retrieve the bags. Vision handed Carol's handbag to Ultron before he and Wanda followed the silver robot out of the dance club. Ultron set Carol down long enough for her to slip the strap of her handbag over her shoulder.

"It was great having fun with you guys," chirped Carol, "do you have any plans for tomorrow?"

"Nothing much, really," admitted Wanda.

Ultron lifted Carol into his arms.

"Now, Carol," purred Ultron, "did you have any dinner before we left?"

"Uh, not really," answered Carol.

Ultron stroked Carol's back and nuzzled his face against hers.

"Maybe I can help you get something to eat when we get home," assured Ultron, "is that ok?"

Carol nodded before turning her head at Wanda and Vision.

"See you later!" chirped Carol.

Seconds later, Ultron took off into the air with Carol in his arms. Wanda and Vision exchanged glances before they started sauntering down the street. They descended the stairs that took them to a subway and they used their MetroCards to pass through the turnstiles. They boarded a subway that took them to the northernmost part of New York before they disembarked and left the station. Vision lifted Wanda and flew into the air, heading out of the city and making a beeline towards the new Avengers facility. Once Vision landed at the entrance, he lowered Wanda to the ground and led her inside. They wandered through the corridor until they arrived at the dressing room, where they changed clothes in the stalls. Once she changed into her nightgown, she emerged from her stall, where Vision was waiting.

"I suppose you had a good time tonight?" asked Vision.

"I suppose," Wanda nodded, "it doesn't hurt to have a little fun in some spare time."

Nodding in agreement, Vision gave Wanda a kiss before he led her out of the dressing room and down the hall. They stopped at the door to the twins' bedroom.

"Shall I leave you to rest for the night?" asked Vision.

Wanda shook her head.

"You can come in if you'd like," offered Wanda.

"I appreciate it," replied Vision.

Wanda opened the door, where Pietro was sitting in an armchair while playing a racing game on his iPad. Wanda and Vision stepped into the room and climbed onto the bed. She reached out and plucked her kindle from her nightstand while the android sat down next to her. She began reading her ebook, which caught Vision's interest.

"Ah," he commented, "Harry Potter?"

Wanda turned her head at Vision and nodded.

"I can somehow understand how he feels," clarified Wanda.

Just as Wanda spoke, Pietro paused his game.

"Oh?" he paused, "I didn't see you."

"Hello, Pietro," said Vision.

Pietro gave an amused chuckle.

"So how did your date go?" Pietro asked.

"It was…entertaining," answered Wanda.

"While I may get the hang of dancing," added Vision, "Ultron seems to be a natural at it."

Pietro nodded in agreement as he went back to his game. Wanda and Vision continued to read the ebook, even if the twins would have to get some sleep soon.

* * *

 **I'm still open to suggestions on how to continue the fanfic.**

 **I would also like an RP partner to help me write out the next chapters of this fanfic.**

 **Please leave a review, so Ultron and Loki would be happy.**


	27. A Starkly Visit

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

When Carol slowly opened her eyes in the morning, she reached out to grab her smart phone from the nightstand. She groaned softly when she learned that it was now nine fifty-six. Last thing she remembered before falling asleep was that she was playing a puzzle game on her smart phone where she had to combine numbers in a tetris style setting until Ultron persuaded her to get some sleep at two thirty in the morning. Still, she had to get her day started, so she rolled out of bed and ambled into the kitchen. There, she checked the coffee maker and poured some coffee into her cup. The coffee was barely warm, so she microwaved the coffee for a few seconds. After that, she pulled out a couple pieces of toaster scrambles and popped them into the toaster before setting off to add sugar and milk to her coffee. While she waited for the toaster to finish heating her toaster scrambles, she noticed Ultron watching Animal Planet in the living room. Still, she didn't say anything just as the toaster popped out the pastries, so she placed them onto a small plate and carried her breakfast over to the table before she started eating. The next few minutes were quiet until Ultron turned his head at Carol.

"Morning," sang Ultron, "did you get a good night's sleep?"

Carol took a bite out of her toaster scramble and focused her eyes on the silver robot.

"I slept ok, I guess," answered Carol.

Ultron stood from the couch and stepped into the kitchen before he sat down next to Carol. Still, she continued to eat her breakfast while she browsed the calendar app on her smart phone. She noticed a certain event that would take place two days from now, so she tapped on it to examine the details.

"An…insect exhibit?" Carol said to herself.

"Oh, that," blurted Ultron, "I'm going to volunteer at that event."

Carol turned her head at Ultron.

"Really?" warbled Carol.

"You're welcome to come along if you'd like," offered Ultron.

"Uh," stammered Carol, "are there going to be any bees there?"

Sighing, Ultron placed his hand on Carol's shoulder.

"Carol, I understand you are frightened of bees," replied Ultron, "but they have an important role in nature that benefits all of wildlife, mostly. I figured that if you learn more about them, it might lessen your fear of them, even if it's a little bit."

Carol turned her head away and took a sip of her coffee.

"Would that…really help?" muttered Carol.

"Oh, I'm sure it will," Ultron assured Carol.

Carol smiled before she finished her breakfast. After she loaded up the dishwasher and activated it, she scurried over to her room where she changed into a pair of cargo shorts and a tank top. She slipped on a pair of sandals and stashed her items into her handbag before leaving her bedroom.

"So how's your base coming along?" asked Carol.

"It's almost finished," answered Ultron, "in the meantime, I'm handpicking a few drones to supervise certain departments of my personal organization."

Carol tilted her head and placed a finger on her chin.

"Why not just start a blog that can allow visitors to express their opinions on your list of issues for free," suggested Carol, "that way you can create some charts out of the statistics so you can understand which humans agree with your point? I'll help you promote it on my Twitter and my Tumblr."

Ultron smiled and placed his hand on Carol's shoulder.

"I welcome it," said Ultron, "would you like me to introduce you to my handpicked drones here?"

"Why not we do that at Mr. Stark's place?" insisted Carol.

Ultron tilted his head, sending a message to his drones before he nodded.

"All right," said Ultron.

Ultron led Carol towards the sliding door, where he opened it before they stepped out onto the balcony. He lifted her into his arms and took off into the sky. While flying over the city, he barreled towards the Avengers Tower. He landed on the deck before he lowered his girlfriend to the floor and led her into the lounge. Tony wasn't in there but they could see a red-haired woman browsing a nearby bookshelf.

"Wait, is she…" Carol said to herself.

Ultron put up a hand, halting Carol's words before taking a few steps forward.

"Excuse me, ma'am," called Ultron, "are you Virginia Potts?"

Pepper paused in her tracks and turned her head at Ultron.

"Just call me Pepper," she advised, pointing at Ultron, "you must be Ultron, right?"

"And I'm his girlfriend, Carol!" Carol chirped while waving her hand in a friendly manner.

"Nice to meet you," smiled Pepper.

Carol skipped over to the bookshelf while Pepper returned to browsing the bookshelf.

"So, what you looking for?" clamored Carol.

"I'm just trying to see if we have any books on cats," answered Pepper.

"Cool!" chirped Carol, "are you and Mr. Stark going to adopt a cat?"

Pepper let out a soft chuckle.

"No," replied Pepper, "but Dr. Banner brought over some kittens. He said that he was going to foster them."

Upon hearing the word kittens, Carol's mind began to fill with excitement. She grinned and brought her hands closer to her chest.

"Oh, I love kittens," smiled Carol, "they're so cute! Where can I find them?"

"Dr. Banner is looking after them in the lab," said Pepper.

"Thanks!" chirped Carol.

Carol stepped away from the bookshelf, allowing Pepper to continue browsing it while the teenage girl approached Ultron.

"Maybe Dr. Banner knows where Stark is," Ultron said to himself.

Ultron and Carol left the lounge and wandered through the hallway until they stopped at the entrance to the lab. Inside, Bruce was holding a kitten in his hands while the other few kittens were climbing his legs. At the same time, Tony was working on his upgrade for his suit. Ultron was about to knock on the door when he noticed that it was already open, so he led Carol inside.

"Morning, Mr. Stark!" Carol chirped as she waved her hand.

Bruce turned his head at Carol.

"Morning, Carol," replied Bruce.

Tony stopped what he was doing and turned his head at Ultron.

"Oh, no," groaned Tony, "no, no!"

"What?" paused Ultron.

Tony held his head. Apart from upgrading his suit, he didn't really have much scheduled. He didn't even feel prepared for Ultron's sudden arrival.

"Junior, why are you here?!" demanded Tony.

"Carol said that she wanted to stop by to say hello," explained Ultron.

Tony glanced at Carol before he sighed and shook his head in disbelief.

"Hi, Carol," Tony groaned, "how's your morning going?"

"Eh, I guess my morning was a little sluggish," chuckled Carol.

"As in she was engrossed in an iPhone app last night," added Ultron.

Carol scowled and placed her hands on her hips while staring deep into Ultron's red eyes. Ultron, despite lacking the human capacity for losing control of his own facial expression, couldn't stop the many metal segments of his face from reshaping into a grin as he held his hands up in a placating gesture.

"Hey now, don't blame me for telling the truth, blame the guy whose big mouth I happened to inherit," he tilted his head in Tony's direction, laying blame on his creator.

Carol glanced at Tony and giggled.

"Yeah, good point," admitted Carol.

Carol turned on her heels and approached Bruce before kneeling down and scooping up one of the kittens.

"Aww," cooed Carol, "isn't this one a cutie?"

While Carol had her back to them, Tony and Ultron exchanged glances. Tony held his arms out to his sides and mouthed silently 'throw me under the bus' while Ultron shrugged innocently. The silver robot stepped over to Carol's side and knelt, one of the many concealed cameras planted throughout his body picking up Tony's expression of faux hurt. When the kitten glanced up at him, Ultron tenderly extended one finger and brushed the tip ever so gently between the kitten's ears, understanding from a quick glance at the Internet that this was something most feline typically found appealing. Happy purring filled the air while Bruce was dangling a mouse toy in front of a few kittens. Ultron tilted his head, his audio processors picking up the purring.

"So these kittens grow up entirely outside of their natural environment and they just…imprint on humans?" Ultron said to himself, "even complete strangers?"

The concept was mind boggling to him, but he wouldn't admit that this was mostly because there were few (translation: none) humans besides Carol who he could imagine growing on him quickly enough for a single encounter to make him love them. But if such innocent creatures could find companions in humans in spite of centuries of less than preferable treatment prior to the twentieth century, perhaps there was another ounce of hope for the species.

That ounce was removed when another quick Internet search revealed that some human countries ATE these innocent little creatures.

"Carol, remind me to add 'end animal cruelty' to my list," Ultron requested, flawlessly concealing any anger he felt at the revelation so as not to worry his girlfriend.

Carol turned her head at Ultron and smiled.

"You got it, my Silver Knight," nodded Carol.

Ultron let the kitten climb up onto his palm and he carefully held it as he stood up.

"So, Dr. Banner, have you gotten around to naming any of these yet? Oh, because as a heads up, if you haven't, I'm just going to call dibs on naming this one," Ultron asked.

Tony crossed his arms and rubbed his chin.

"Kitty Overlord 5000?" he proposed.

Ultron narrowed his optics at Tony.

"Youuuu would do well not to tempt me, pops," Ultron warned Tony.

"Too late, the name's sticking with me," Tony grinned.

Ultron rolled his optics.

"I'm the machine and yet you're the one who needs an off switch," he shook his head and looked at Bruce, "my old man's uncontrollable desire to rain on my parade aside, seriously: does this one have a name yet?"

"I was thinking of naming this one Betty," answered Bruce, gesturing to the orange tabby kitten.

While Carol was brushing her finger over the kitten's head, she heard the sound of metal footsteps approaching her lab, so she turned her head and saw three drones entering the lab.

"Hey," chirped Carol, "Ultron's buddies are here!"

"Fashionably late as I'd expect them to be," Ultron commented, cradling the newly christened Betty as he walked over to the trio.

"Alpha, Tek, Turrican, sound off!" Ultron instructed.

Each drone's head tilted up and their optics lit up bright blue.

" _Alpha, reporting._ "

" _Tek, reporting._ "

" _Turrican, reporting._ "

Ultron nodded and looked towards Tony and Bruce.

"Gentlemen, say hello to the department heads of my little organization," he said, stroking Betty, "not exactly on my level but I didn't want to, oh say, create an AI strong enough to supplant me and take over my systems the moment it took a look at your internet and decided to emulate me from when I was an hour old."

Ultron glanced at Carol.

"Wasn't I a rambunctious little rascal back then?" he asked, chuckling.

"A bit," Carol admitted, leaning her head onto Ultron.

Smiling, Ultron stroked Carol's shoulder with one hand while holding Betty in the other. After a moment, they sat down and lowered the kittens in their hands to the ground. While Carol grabbed a nearby cat toy, Pepper stepped into the room with a book about cats in her hands.

"Alpha, you can add 'construct animal shelters' to your list of primary goals," Ultron instructed the drone.

" _Affirmative, calculating most efficient method of establishing proper facilities_ ," Alpha replied stiffly.

Ultron shook his head in disbelief.

"Remind me to program some personality into these three the next chance I get," sighed Ultron.

Carol gently set down the kitten and pulled out her smart phone before jotting down some notes in her note app.

"Junior, you do realize that there are already animal shelters in existence, right?" reminded Tony.

"Animal shelters that have an unfortunate habit of putting down what they can't adopt to a new family," Ultron pointed out, "how ironic that the Humane Society practices that, right? Of course they wouldn't advertise that or they'd look a lot less appealing. Appearances, appearances…"

Carol sighed as she sat down and scooped a kitten into her lap and started petting it.

"Yeah, fair point," agreed Carol.

Upon cue, Pepper sat down in a chair next to Tony and opened the book of cats, catching the billionaire's attention.

"Oh, cool!" commented Tony, gesturing to a picture in one of the pages, "is that a Japanese Bobtail?"

"Yes," nodded Pepper, "but you could get ideas on cat-proofing the tower if you read through the entire book."

"Ugh, homework," Tony sighed.

Tony took the book out of Pepper's hands and started reading it. Carol felt that this was her chance to bring up an idea of her own.

"Maybe I can show Mr. Stark my cute little Snoofles?" suggested Carol.

"Carol, I…" stammered Ultron.

Ultron wanted to try to point out something, but he clearly forgot what he wanted to say. He cursed to himself, suspecting that his processor might have glitched out for a moment. Still, he took a moment to try refreshing his memory when Carol gave him a blank stare.

"What is it?" paused Carol.

Ultron snapped out of his thoughts and focused his optics on Carol.

"Maybe Mr. Stark might have a busy schedule at the moment," Ultron said.

Tony ignored Ultron as he continued to read through the book. Carol pulled out her smart phone while the kitten sat in her lap and she opened the Internet app before she started watching videos on YouTube. Ultron sat down next to her and glanced over her shoulder.

"Are those…auroras?" paused Ultron.

Carol felt a chill sent down her spine and turned her head at Ultron.

"Y-Yeah," nodded Carol, "aren't they pretty?"

Ultron made a quick Internet search, taking a few moments to read important scientific articles about auroras.

"Carol," asked Ultron, "did they teach you about the science of this phenomenon in school?"

"Well," admitted Carol, "I learned that auroras are created from solar wind colliding with the magnetic field."

Smiling, Ultron placed his hand on Carol's shoulder.

"I could think of the amount of energy inside these interesting lights," mused Ultron.

"So you're saying you want to find a way to make energy out of auroras?" clarified Carol.

Ultron couldn't help but chuckle, which caught Bruce's attention.

"Oh, boy," muttered Bruce.

"What?" groaned Tony.

"Our creation is coming up with crazy ideas," explained Bruce.

Ultron turned his head at Bruce.

"They may sound crazy to you," Ultron objected, pointing at Bruce, "but if it does work, I'm sure you'll thank me later."

Bruce chuckled and returned to playing with the kittens while Tony returned to reading through the cat book. Pepper started sorting through the files in the lab while Carol and Ultron continued to watch some videos on Youtube through her smart phone with a couple kittens in their laps. Ultron figured this was a good way to spend time with Iron Man…sort of.

* * *

 **I'm still open to suggestions on how to continue the fanfic.**

 **Please leave a review, so Ultron and Loki would be happy.**


	28. Clue Seeking

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

Since he returned to Asgard, Thor spoke to Loki about searching the Nine Realms for the Infinity Stones. Since then, they've been searching the library for books that might hold information about them. However, Thor wasn't a fan of reading, so he would spar with the Warriors Three outside while Loki read through the books. The trickster god would sometimes head outside and interrupt their sparring session to inform them of which books he found had some information on the Infinity Stones. Because of that, Thor and the Warriors Three had to listen in on such information. So far, they knew the names of the Infinity Stones, but apart from the Tesseract and the Aether, they didn't have much information of the locations of the Soul Stone, the Power Stone and the Time Stone yet.

"Are you sure you checked Taneleer Tivan's background before entrusting the Aether to him?" asked Loki.

"You said we should hide it somewhere so no one can find it," replied Sif, "since we assumed it wasn't wise to keep both stones in Asgard, Volstagg and I figured he was the safest hands possible."

Loki sighed as he facepalmed.

"You should at least check his background first," reminded Loki.

"Should we do that right now?" asked Volstagg.

Loki closed the book in his hands and stood to his feet before approaching Volstagg.

"If you want to check his background right away," said Loki, "then feel free to do so, but you must be sure to ask him if the Aether is safe."

Volstagg and Sif exchanged glances for a moment before they nodded. Loki opened the book and flipped to the page he was on before he continued reading.

"I suppose we'll get ready," shrugged Volstagg.

Sif nodded in agreement before she and Volstagg headed back into the palace while Loki sat down at the bench. Thor approached Loki and sat down next to him while Fandral and Hogun continued to spar. While Loki flipped through the pages, Thor spotted a chapter title that interested him, so he placed his hand on Loki's shoulder.

"Brother," growled Loki, "do not interrupt me while I'm reading."

"Sorry, Loki," muttered Thor, "but I believe we found something."

Loki checked the chapter title and read the text containing the information about the Power Stone.

"If you were referring to the Orb," agreed Loki, "I believe we may have found a clue."

After carefully reading the text, Loki closed the book and stood from the bench. He walked into the palace while Thor followed him into the library, where the trickster god placed the book back into its slot in the shelf.

"Now," confessed Loki, "while I do know of the artifacts that hold the Soul and Time Stone, but I haven't figured out their locations."

"So do you have a plan?" asked Thor.

Loki focused his eyes on Thor and smirked.

"I was thinking of traveling the Nine Realms to find someone who might know where to find the Soul Stone and Time Stone," answered Loki.

"Ah," suggested Thor, "in the meantime, I could travel to Morag and search for the Orb."

"Then it is settled," agreed Loki.

Loki and Thor walked out of the library and wandered through the palace until they stepped outside the main entrance. They boarded an aerial boat sitting at the dock, where Loki took the control into his hands and hovered it into the air, maneuvering it away from the palace. The trickster carefully steered it in the direction of the Bifrost while Thor sat down and observed the scenery below him. Once they reached the Bifrost, Loki lowered the aerial boat, allowing him and Thor to disembark and approach Heimdall.

"Good afternoon, Heimdall," Thor said.

"Good afternoon," replied Heimdall, giving away no emotion.

Thor scanned the observatory, noticing that Volstagg and Sif weren't here.

"Have Volstagg and Sif not arrived yet?" asked Thor.

"They already left for Knowhere minutes ago," answered Heimdall.

"Then we have lagged behind," Thor said, his competitive spirit showing its face, "come brother, let's not give the people reason to sing of how we fell behind Volstagg of all people."

Loki nodded.

"To Morag with him, Heimdall," instructed Loki.

The guardian of the bridge nodded and lowered his sword into its pedestal, causing the Bifrost to activate and lock onto the oceanic world.

"You are in luck, Thunderer," he informed Thor, "usually this world is covered by oceans, but they appear to have receded for a time."

"A time is all I shall require," Thor nodded, stepping towards the portal, "stay safe brother!"

He called over his shoulder before being consumed by the Bifrost and carried across the vast cosmos in the blink of an eye.

Countless light years away, the storms covering Morag suddenly became noticeably stronger as a vast light illuminated the clouds, and through them the exposed ocean floor of the planet. Thor plummeted downwards, letting Mjolnir guide his trajectory as he felt the grasp of the Bifrost vanish, leaving him exposed to the elements. His target was the only remaining structure on the entire planet: an ancient temple, the last remaining hint of previous sentient life on Morag and their final contribution to guarding the Orb.

Thor crashed down in front of the temple, creating an explosion of dirt and water droplets. He straightened up and slung Mjolnir on his belt as he took in the sight of the temple. Still, his face beamed with determination as he trudged inside. As Thor delved deeper into the temple, he found indications that somebody had been here before him, only recently, a few days or perhaps a month at the most. His suspicions were confirmed when he reached the end of the line and found the Orb's containment chamber littered with the half melted corpses of two Sakaran soldiers and hosting a vast hole blasted through the back wall.

Thor stepped up to the gap and peered out onto the horizon. Centuries of training in warfare allowed him to spot indications of a battle. Necroblast burns, shrapnel from destroyed rock formations, evidence of a chase…

And Thor knew only one person in the whole universe who had the loyalty of the savage Sakaran race: the Kree fanatic and warlord known as Ronan, former Accuser of the Kree Empire. Though Thor had never gotten involved with the matters of the universe at large until only recently, he was still made privy to such events and persons of interest due to his high ranking among the Asgardians. What he was also made aware of recently was the great Accuser's apparent demise, though the details had been sketchy and he had been in a hurry to return to Midgard at the time.

"You two won't be telling me anything," he said, casting a glance at the decomposing blobs that had once been soldiers, "so perhaps there is someone who can."

From what little he knew of the Kree, they had been at war for centuries with another faction known as the Nova Empire based out of Xandar. If anyone would be keeping an eye on the movements of Ronan and his agents it would likely be them. Perhaps that should be his next stop if he wanted to know what had happened to the Orb.

* * *

Meanwhile, Loki stepped through the Bifrost, teleporting him outside a town in Nyr. Once he felt the grip of the Bifrost dissipate, the trickster trudged towards the town gate, hoping to find someone who would have information about the Soul Stone and the Time Stone. Many recognized the telltale sign of an Asgardian visit by the roar and the light of the Bifrost's energy striking down upon the terrain outside the village, but were met with the surprise of only a single regal clad Asgardian passing their borders. Many shied away, mothers bowed in reverence and greeted him fondly. The forces of Asgard had garnered good will while bringing order to the Nine Realms, and throughout the rest of the universe they were feared at worst and respected at best. Loki recognized the residents' greetings yet he simply responded with a simple wave of hello. He continued walking through the streets in search of the library. The library stood out as one of the larger structures in the town. It was several stories high and looked more like a chapel on the outside. It also looked to be in better condition than most of the other structures, as though a great deal of care and resources had gone into maintaining it at the expense of other parts of the community. Loki felt that he could debate the condition of the community with the elders, but he had bigger priorities right now, so he stepped inside the library. There, he started searching the shelves for books that could contain information about the Soul Stone and the Time Stone.

"Do you seek knowledge, child of Jotuns?"

The voice spoke to him from all directions, whispered from every corner and breathed from every crevice.

"Or is it power?" the voice inquired, "all come here in search of one or the other. The power to destroy, the knowledge to preserve and build…I suspect you seek both today."

Loki gritted his teeth. Whoever it was, how did this person know he was a Frost Giant? Or better yet, did this person even know what he was searching for? He was not in the mood for playing games.

"Who's there?! Show yourself!" Loki demanded.

"Fear not the dead, Loki Laufeyson."

Particles of what looked like dust began to assemble, forming a humanoid silhouette.

"For the long dead do not begrudge you, and we have been dead longer than most."

The figure resumed assembling until it was clearly defined. It resembled a male humanoid and beyond that any features were nonexistent.

"We are the Forgotten, caretakers of this sanctum of knowledge," it said with a thousand voices, "and you, Loki Laufeyson, have been expected. You, who have witnessed and used the power of Infinity Stones, would only come here to seek knowledge on the rest."

The Forgotten crossed its arms.

"But to what end?"

Loki's eyes widened in shock. Still, he kept his feet on the ground.

"I have encountered a certain being who seeks the stones for himself," Loki explained, trying to keep himself from panicking, "when I fell into the Void, he attempted to manipulate me and use me to retrieve the stones while I wanted nothing more than to spite my brother. Regardless, I do not wish for him to use them to commit crimes far worse than mine."

The Forgotten stared at him for several seconds.

"You speak sincerely," it said, "Space, Mind, Power, Dimension, Soul and Time…four have awakened and the other two will soon follow."

It raised one hand and a single book flew out from among the many shelves.

"To you, we will give the first clue of the trail to the Soul stone," it said, "Time remains ever elusive still for now."

Loki examined the book when it landed in his hands before returning his glance at the Forgotten.

"I welcome your words," nodded Loki, "as long as I can reach it in time before my nemesis does."

"Know this, Loki Laufeyson, your enemy is not clearly defined," the Forgotten turned away and began to walk away, slowly fading into separate dust particles, "and if you never know your enemy, you can never hope to defeat them. Thanos was only the most obvious, but he is not the extent of those who oppose you."

It was gone after that. Loki could only stare in confusion. What did he mean by that? He knew Nebula was still on the loose, but he kept reminding himself that there might be more loyal to Thanos. Since he couldn't find much clues apart from the book in his hands, he would have to figure out the location of the Soul Stone on his own, so he stepped out of the library after checking it out. Once he was outside, he stashed the book into his pocket, reminding himself to read it once he returned to Asgard. While he wandered down the street, he didn't pay attention to a woman with purple skin, white hair and a tail lurking behind him until…

"Excuse me," she called, "are you Mr. Loki Laufeyson?"

Startled, Loki turned on his feet and locked eyes onto the strange woman while she held her hands behind her back.

"What of it?" Loki demanded.

"What business do you have in Nyr?" she asked.

"That is none of your concern, ma'am," Loki snapped.

Loki was about to turn and storm off when the strange woman continued to chase him. Irritated, Loki stopped and glared at her.

"Why don't you mind your own business?!" spat Loki.

"Then what were you doing in the library?" crooned the strange woman.

Loki fidgeted nervously, as if he wasn't sure if he should trust this woman. She didn't even tell him her name and she appeared to be different from most of the locals.

"I just wanted to browse the books to take my mind off of things before I begin traveling," Loki lied.

The strange woman gave a smirk.

"I see," she mused, "call me Kluto Golla. I'm just here on a holiday."

"Pffffft," Loki scoffed, running his fingers through his hair, "if you were on holiday, then why were you following me?"

Kluto removed her hands from behind her back, revealing a small box containing a small slice of cinnamon cake.

"I just wanted to give you a gift," explained Kluto.

Smiling, Loki plucked the box out of Kluto's hands.

"Oh, I appreciate the sentiment you have there," Loki said, "thank you."

"You're welcome," replied Kluto, "I will take my leave."

Loki pulled the cake out of the box and started eating it while Kluto skittered into the crowd, making a beeline towards an alleyway.

"Heh heh," Kluto snickered, watching as Loki continued walking down the street, "he fell for it."

Once Loki reached the city limits, he waited for a few minutes until the light of the Bifrost struck down in front of him. He stepped in, allowing the Bifrost's grip to take him out of Nyr and across the stars. Within the blink of an eye, Loki returned to the Bifrost Bridge where Thor, Volstagg and Sif were waiting.

"Did you find anything?" called Loki.

Thor, Volstagg and Sif turned their heads at Loki.

"I was about to head to Xandar," answered Thor, "I couldn't find the Orb in Morag."

"And the Aether?" asked Loki.

"We asked Taneleer Tivan about it," explained Sif, "but he said that he doesn't have it anymore."

Loki lowered his head, trying to suppress his anger.

"Did he say who took it?" Loki growled.

"No," Volstagg shook his head.

From those answers alone, Loki suspected that the Collector must've handed the Aether to Thanos. Well, either that or Thanos trashed the place and swiped it from his hands. Attacking the purple titan right now would be dangerous, so Loki figured he should change plans for now.

"Brother," suggested Loki, "I will go with you to Xandar."

"I welcome it," smiled Thor.

Upon cue, Heimdall lowered his sword into the pedestal, activating the Bifrost and locking onto Xandar. When the Bifrost's deposited them on the capital planet of the Nova Empire, they were met with screams of shock and panicking citizens of numerous species who fled from the site which the Bifrost had impacted, leaving a circle scorched into the earth around the Asgardians.

"Why do I suddenly get the feeling that our welcome here won't be as warm as the last place?" Loki wondered aloud before several golden, star shaped fighter crafts flew down towards their position from over the nearby buildings, "oh."

Thor instinctively reached for his hammer as the fighters hovered down and surrounded the Asgardians, who had landed in what had moments ago been a fountain set in the middle of a wide plaza out away from many taller spires within Xandar's capital. Men and women in Nova Corps armor spilled out just as quickly and surrounded them.

"Attention! Drop your weapons or we will open fire!" a man wearing a helmet which signified his higher rank among the Nova Corps members present barked, "I said drop the hammer!"

"You want me to put the hammer down, eh?" Thor smirked and muttered softly.

"Brother, no," Loki warned firmly.

"Relax Loki, I will do them no harm…no permanent harm anyways," Thor replied, "and from the look of things they might not be so restrained in their own attack."

Thor raised his Mjolnir into the air and drew in lightning from the sky while Loki rolled his eyes. The Nova Corps members hesitated as they saw a storm begin to roll in, defying numerous weather manipulation systems designed to ensure a steady and harmonious amount of rain only when it was needed. As the storm grew stronger several of the fighters wobbled, attempting to maintain position against the powerful gusts of wind.

"Stop! Nova Corps, stand down! Stand down!"

Thor smirked and lowered Mjolnir to his side, allowing the storm to dissipate as several new aliens in uniform rushed onto the scene.

"Asgardians! Humblest apologies," one of the Nova Corps officer, who looked like a human woman based on her appearance, "Xandar has been in a continuous state of alert following a recent attack."

Loki stepped forward.

"How recent?" he asked, "and by whom?"

"By…Ronan the Accuser, sir," the officer answered meekly, "he had almost succeeded in unleashing some kind of weapon on the planet. Level Ten destructive capability…meaning capable of wiping out all life on Xandar if he hadn't been stopped."

Loki glanced at his companions.

"Why does that sound familiar?" he asked rhetorically with a smile, "if you would not mind, Centurion…"

"Lania, my lord," the woman said, "Nova Centurion Lania."

"Lania, lovely name," Loki said with a nod, "we desire an appointment with your Nova Prime. You may tell her that Prince Thor and his guests wish to speak with her about a matter of grave importance."

He could have used his own name, but Thor's possessed a little more…fame and less notoriety than his.

"Very well," Lania nodded, "right this way."

* * *

 **I'm still open to suggestions on how to continue the fanfic.**

 **Please leave a review, so Ultron and Loki would be happy.**


	29. The Spider Outbreak

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

It took Carol two days after her visit with Tony Stark to get ready to go to the insect exhibit. She didn't feel like wearing a dress today, so she put on a green spaghetti strap shirt and khaki shorts. After she slipped on a pair of sandals, she checked her inventory in her handbag and brushed her hair. While looking into the mirror, Carol's face beamed with confidence before she turned to leave her bedroom. When she stepped into the living room, she turned her head at Snoofles, who was relaxing on the couch while Lacy was doing yoga poses. As far as Carol knew, Andrew was still at work and Janette was spending time at Nicole's place.

"I'll see you later," Carol said softly.

Lacy shifted her position into the warrior pose and turned her head at Carol.

"Have fun, dear," smiled Lacy.

Smiling, Carol opened the front door and stepped out of the apartment and closed the door behind her. She scurried down the stairs and exited the building before she wandered down the street. She pulled out her smart phone and checked the location of the insect exhibit along the way, so when she caught a glimpse of the subway entrance, she scurried down the stairs and placed her MetroCard through a slot, allowing her to pass through the turnstile. From there, Carol checked which subways would take her to the area where the insect exhibit was located. With that information, she arrived at the platform and waited for the corresponding car to arrive. A few minutes later, the subway car arrived, and when she figured it had the correct destination, she boarded the car and sat down near the door, watching as other passengers disembarked and several more boarded, searching the car for seats. Within a minute or so, the subway car felt rather crowded, so Carol scanned her surroundings to make sure no one was giving her lewd looks. When she sighed in relief after figuring out that they weren't paying attention to her, the door closed and the subway car started to move. During the ride, Carol glanced out the window and took in the scenery as it whizzed by. While zoning out, she reminisced of Ultron telling her that he relayed the information of the insect exhibit to the other Avengers in case they were interested. Would they all show up at the exhibit or maybe just a few?

Carol continued to gaze through the window until the subway car stopped at the station. She checked her smart phone's GPS and when she learned the insect exhibit was a simple walk away from the station, she stood to her feet and disembarked the subway car. She wandered around the platform and went through the turnstile. After that, she ascended the stairs, exiting the subway before she continued down the street. It was only a few minutes until eleven in the morning when she saw Natasha standing near the entrance to the insect exhibit, so her face lit up and her smile widened.

"Hey, Nat!" Carol called while she eagerly waved her hand.

Natasha turned her head at Carol as she sprinted towards her.

"Hello, Carol," said Natasha.

"So did you decide to go to the insect exhibit, too?" chirped Carol.

"Well, I decided that my social life could use a bit of a jump start and the only alternative was looking into something about a local criminal…bug man or something," Natasha answered, looking up at the sign for the exhibit, "all in all, it was a choice between looking at one bug on my own or a lot of bugs with some company so…"

The sound of thrusters from overhead made them both look up to see Ultron descending towards them…carrying someone with him.

"A good call, in my humble opinion," Ultron agreed, setting a nauseous looking Clint on his feet and steadying the man, "sorry for taking so long. I had to ease up on the acceleration because someone was having a queasy stomach."

Clint looked up at Ultron, just barely maintaining a straight face as the robot walked past him to join Carol and Natasha. The archer shook his head and sighed, muttering softly to himself as he pictured a scene involving him holding an arrow to the back of Ultron's head.

"No one would know," he whispered to himself, "oh, last I saw him Thanos was sitting on him, the tin plated punk, miss him already."

Carol made a brief glance at Clint before locking eyes onto Ultron.

"Should we get him a sick bag or something?" Carol asked.

"Nah," Ultron replied dismissively, "he'll be fine. Clint, you're fine, right? Buddy?"

Clint held one fist up and shook it before he went back to the struggle against emptying his stomach contents.

"See? Fine," Ultron assured with an innocent smile.

Carol could only smile in relief until a few seconds later, Clint gave in and puke spilled on the ground. Sighing, Natasha walked over to Clint's side to help clean up the mess.

"Well," commented Carol, "I guess I'm ready to head in."

"Let's not waste time, then," suggested Ultron.

Ultron walked through the entrance while Natasha disposed of the mess and helped Clint to his feet. Carol followed both of them into the exhibit. Ahead, she could see various displays of different insects. Kids gathered around as they watched ants crawling through tunnels in a cross section of an anthill. Beekeepers warned incoming guests to keep their distance from beehives to avoid getting stung. A few dating couples viewed the directory in the center of the exhibit. Girls often enjoyed having butterflies fly around them and occasionally land on them in the butterfly display. Lastly, high school students marveled at the sight of spiders weaving their webs to catch their food. Ultron stared at the vast intricate designs of the webs.

"Carol," Ultron asked Carol, keeping his voice low so as not to draw attention, "why do they have spiders here? They're arachnids, not insects. Interesting all the same but distinguishable."

Carol paused in her tracks in shock.

"Wait, spiders aren't insects?!" exclaimed Carol.

Ultron shook his head. Carol pulled out her smart phone and accessed the Internet, where she looked up spiders, only to realize Ultron's comment was indeed correct.

"Damn it," groaned Carol, "I can't believe I actually got proven wrong by a robot!"

Chuckling, Ultron stepped over to Carol's side and placed his hand on her shoulder.

"Relax, Carol," he assured her, "you learn something new every day."

Carol took a deep breath and stashed her smart phone into her handbag.

"I guess…people associate spiders with insects?" Carol assumed.

"Perhaps, perhaps," Ultron nodded, his visual scanners analyzing the spiders, "intriguing…"

He straightened up.

"Oh, completely forgot," he slapped himself on the head, "volunteering! Slipped my mind entirely…man that's a new experience. I need to vanish for a minute to go let them know I'm here and ready."

He knelt down to Carol's level and grasped one of her hands.

"You three enjoy the exhibit," Ultron advised, "I'll be right back."

"Have fun," smiled Carol.

Ultron gave Carol a kiss on the cheek before he left, allowing her to meet up with Clint and Natasha.

"You doing ok now, Mr. Barton?" asked Carol.

"Oh yeah…loads better," Clint nodded, examining the arachnid exhibit, "of course I now know what my arrows must feel like."

"Didn't take you for one who hates flying, Clint," Natasha commented.

Natasha didn't take her eyes off of a large multicolored spider which crept across one of the webs close by. She was attempting to identify the exact species, but had trouble with this one as she didn't know of any spiders with blue and red colors that grew to reach such a size. Then again, she wasn't the only one who happened to notice the spider.

"Come on, Peter," beckoned one of the high school teens, "I dare you to touch that spider!"

The recipient of this dare was a young boy with brown hair and a pair of matching eyes magnified by the glasses he wore. He was rather scrawny compared to the heckler, and didn't react positively to this goading.

"You're the muscle man Flash, you do it," he replied.

"Awwww, is Puny Parker scared of a little spider?" Flash Thompson asked mockingly.

Peter was about to retort when he saw something drop down onto Flash's shoulder.

"Why don't you ask your new friend?" he asked, pointing to the red and blue spider Natasha had been examining…which was beginning to inch towards Flash's neck.

"Huh?" Flash followed Peter's indication and came almost face to face with the colorful arachnid.

"Gaaaahhhh!" he exclaimed, "get it off! Get it off!"

Flash started flailing his arms, trying to get the spider off of him. He even tried to pluck the spider off while scrambling around Peter. But then, by the time he flung the colored spider off of him, he suddenly collided into the spider display, causing it to fall and the spiders began skittering around. The surrounding students began to back away and panic as spiders skittered across their feet and even up their legs. A few screamed and swiped at their legs while others further off laughed at the misfortune of their peers. Natasha watched the scene blankly.

"Are kids really that scared of spiders?" she asked no one in particular.

"It's a fear ingrained into humanity over a lot of generations, Nat," Clint pointed out, glancing at Carol, "you're a rare exception. What do you think? Scary or not?"

"I think they're awesome," chirped Carol, "now we'd better round up the spiders before someone gets hurt."

"Something tells me your boyfriend has that handled," Clint said as some staff moved in to restore order…aided by the floating, gleaming form of Ultron.

"Okay now, let's not go stepping on anything we shouldn't! Oh come on, these are rare, endangered specimens," Ultron sighed as he stopped Flash from stomping on the red-blue spider which had started the whole panic, "honestly, just because it has more legs and eyes your first impulse is to squish it? I admit it explains why humans are the only hominid left but seriously, you'd think a species could grow up after a few thousand years."

Clint shook his head with an amused grin.

"And to think this was the guy who was gonna wipe out humanity," he mused.

"I think we all know why he didn't," remarked Natasha, turning her head at Carol.

As the spiders were collected by Ultron, who unleashed a small swarm of tiny drones to safely collect them, one went unnoticed as it scuttled up the leg of Peter's jeans. He stood by and watched as Ultron had the spiders placed into a container until the exhibit could be fixed, unaware that the sole spider responsible for Flash's outburst was coming to rest on the back of his neck…where it sank its fangs into him.

Peter yelped and instinctively slapped one hand down on the back of his neck. He felt something squish beneath his palm and cringed as he realized what he'd just done.

"Ewwwww," he groaned and wiped his hand on his jeans.

Ultron saw Peter's actions and slowly approached him. Peter looked up and swallowed as he saw the glowing red optics staring down at him.

"I…uh, I didn't meant to do that sir, I just…it bit me and I…" the boy was stumbling over his words, trying to explain himself to the towering robot.

"Want me to call an ambulance for you?" Ultron asked.

Ultron carefully scanned Peter, checking for any signs of illness.

"I…no thank you?" Peter replied hesitantly.

"Hm…doesn't seem like that one had anything to worry about," Ultron noted, "I'd recommend keeping an eye out for any signs of sickness just in case. And…"

His sensors lit up as he spotted an anomaly in Peter's system. It was registering some kind of chemical reaction occurring within the boy's bloodstream, spreading throughout his body. He couldn't deduce exactly what was going on…only that something was happening.

"And put some ice on that bite," Ultron finished his sentence, "you don't want it to swell, do you?"

"Y-You got it, sir," Peter nodded nervously.

Once he collected the dead spider from Peter's jeans, Ultron turned around and returned to gathering up the loose spiders. During that time, Natasha turned her head at Carol.

"Want to go somewhere else?" she asked.

"I wanna go check out some ladybugs!" chirped Carol.

"We might want to cut through the praying mantis exhibit to get there," Clint suggested.

Natasha gave him a look.

"Why?"

"Because the only other way is through the bee exhibit," Clint sighed, wishing that he didn't have to say it out loud, "and I remember Ultron mentioning how you feel about those, Carol."

Carol chuckled slightly as she placed her hand on the back on her hand.

"Yeah," nodded Carol, "I would feel more comfortable seeing praying mantises along the way."

"Oh yeah, watching an insect that eats its mate," Natasha mused, "yep, loads better. Let's go."

Ultron waved in farewell to the guests as they left and resumed collecting the last few escaped spiders. Clint, Natasha and Carol started walking into the praying mantis exhibit, where the teenage girl watched the praying mantises with such enthusiasm while passing by.

"Is it me or did Ultron seem particularly interested in that kid who got bitten?" Clint asked, whispering to Natasha so as not to bother Carol as she enjoyed the exhibit.

"I saw it, too," Natasha nodded, "helps that he's an AI so close to being human that he has body language that can be read. Something was up."

"Think we should double back after we're done and talk to him?" Clint asked.

Natasha shook her head.

"Can't be that important. Let's wait until we're all back together to talk about it and see if there's really anything," she replied, not wanting to ruin the trip on a mere hunch.

Once they stepped out of the praying mantis exhibit, they arrived in the ladybug exhibit.

"Ah, the ladybug," Clint commented as he observed a case swarming with lady bugs, "nature's Nat."

Natasha flashed a ghost of a smile and nudged Clint with one elbow.

"Laugh it up."

Carol's face lit up as she scurried towards the display, observing the ladybugs with such enthusiasm. All Natasha and Clint could do for now is supervise her.

Over the course of the day, Carol fidgeted nervously and clung onto Natasha when they and Clint listened to the speech from a beekeeper about the importance of bees with beehives standing nearby and bees flying around. When they stopped by the butterfly exhibit, Carol would follow a few butterflies fluttering around in the garden. When they stopped at the ant display, Carol sat in front of the anthill and watched the ants inside working to maintain the nest.

Once the event was almost over, Carol, Clint and Natasha stepped out to the entrance and waited until Ultron arrived.

"So, how did the exhibit go?" Ultron asked.

"It was…interesting," answered Carol.

"Is there anything else anyone wants to do before we go?" Ultron asked, removing a badge identifying him as a volunteer at the exhibit.

"Yeah, let's go grab a few drinks; I don't want to go thirsty on the way back," Clint said.

Clint tugged Ultron away, or rather the robot allowed himself to be led away while Natasha kept Carol distracted.

"Care to explain what had you so off balance back in the spider exhibit?" Clint asked Ultron.

They walked into a nearby convenience store, ignoring the stunned look of the cashier, who dropped his drink upon seeing a towering robot duck into his shop.

"I was that obvious?" Ultron responded.

"You're way too close to human sometimes," Clint nodded, "so are you going to tell me why one kid getting bitten by a spider put you off?"

Ultron remained silent for a few moments before finally answering.

"Because his body chemistry reacted to the venom in that spider in a way I'd never seen before."

"Could you clarify what that means for those of us who don't have IQs in the quadruple digits?" Clint requested, picking out a few drinks from a cooler.

"Normally, spider venom can be harmful to humans, but this one was actually changing his body. I was going to study it this evening," explained Ultron, "maybe when I finish, I could send you information about the kid so you can locate him and bring him to me."

"You got it," agreed Clint.

Once Clint made the payment, he and Ultron stepped out of the convenience store and walked back to the exhibit entrance, where Natasha and Carol were waiting. Clint handed two of the drinks to the girls.

"Sweet!" Carol chirped as she began to sip her lemonade.

"I guess we'll be leaving now," Natasha announced.

"Take care," added Clint.

Natasha and Clint turned to leave. Carol just stood until she finished her drink and then she tossed it into the trash can. She then stepped towards Ultron.

"Want me to take you home, my little kitten?" purred Ultron.

"Huh?" paused Carol.

Ultron placed his hand behind the back of his head.

"Well, you like kittens," clarified Ultron, "and you like to cozy up onto me like a kitten does."

Carol couldn't help but laugh at Ultron's reason.

"Ok, I get it now," agreed Carol, "and you can call me a kitten. To answer your other question, I'm ready to go home."

Upon cue, Ultron lifted Carol into his arms, allowing her to wrap her arms around his neck.

"I-I'm still scared of bees, though," Carol admitted softly.

Ultron brushed his hand against her hair.

"That's ok," he assured her, "I wasn't expecting any human to overcome her fear of bees in a single day."

Carol gave Ultron a kiss on his cheek before he took off into the sky, flying over the city in search of the apartment, the sunset illuminating them with a soft halo.

* * *

 **I'm still open to suggestions on how to continue the fanfic.**

 **Please leave a review, so Ultron and Loki would be happy.**


	30. A Taste of Intimacy

**I think you can find the reason why this fanfic is rated M here. However, the Archive of Our Own version is more explicit than this version of this chapter.  
**

 **I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

The following day, Carol was in the middle of working on a commission in Photoshop. She carefully checked the color palette of the reference picture on the computer screen to ensure she got the colors correct while she reached over to the plate to pop a pizza roll into her mouth. Occasionally, Snoofles would perch his paws on the desk in an attempt to climb onto it so he could steal one of the pizza rolls, but Carol quickly spotted him and nudged him off the desk. After a few minutes, Carol finished coloring the base colors in separate layers. Now she had to add some shading, so she saved her progress ahead of time. She grabbed the last pizza roll from her plate when she heard her smart phone go off, so after she popped the pizza roll into her mouth, she picked up her smart phone and read the text message:

 _{I finished renovating the base. Would you like me to show it to you?}_

Carol checked the name of the sender, which happened to be Ultron. She typed down her response and sent it back to him:

 _{Maybe I could spend the night there?}_

Carol placed her smart phone onto her desk, stood from her chair and began searching her room until she found her backpack. She approached her dresser and picked out a set of clothes, a couple pieces of underwear and her pajamas before she stashed them into her backpack. Carol walked back to her desk and closed out her programs before turning off her laptop. She unplugged the cord from the electric port when she heard her smart phone go off again, so she read the next text message:

 _{All right, I'll be there soon.}_

Carol closed out the message app and set off to stash her laptop and the cord into her backpack. After that, she grabbed her handbag and filled it with her clipboard case, her smart phone, her mp3 player, her pencil case, her wallet and her keys. After she stashed her hairbrush, her toothpaste and her toothbrush into a separate pocket of her backpack, Carol felt confident that she was ready to go, so she slipped on her shoes and socks. She slipped on her backpack and slipped the strap of her handbag over her shoulder before she picked up her plate and stepped out of her room. She placed the plate onto the kitchen counter along with the stack of dirty dishes. Moments later, she heard the sound of a metallic clunk on the balcony, so she scurried over to the sliding door, smiling as Ultron stood at his full height with his arms folded and a smile on his faceplates.

"Hi, Ultron!" Carol chirped as she waved her hand.

Carol opened the sliding door and stepped outside. Ultron knelt down and cupped her face with one hand while he used his other hand to brush a few stray hairs from her eyes. She placed her hands on his face and pulled him into a passionate kiss. The silver robot placed his hand on her back as he returned the kiss. Carol could feel warmth radiating out of Ultron's hands as she brushed her thumb against his audial. After a moment of silence, they broke off the kiss.

"Are you ready to go, my little kitten?" purred Ultron.

Carol nodded. She then pulled out her smart phone and typed down a text message before sending it to her parents:

 _{I'm going to hang out with Ultron today.}_

Carol stashed her smart phone into her handbag before focusing her eyes on Ultron.

"I'm ready to go, my Silver Knight," nodded Carol.

Upon cue, Ultron lifted Carol into his arms, allowing her to wrap her arms around his neck. While he held her close to him, he took off into the sky, flying over the city and ascending through the clouds. Carol leaned her head back to enjoy the breeze, the wind brushing past her black hair. Still, the silver robot held her close as he flew over the country. It was only a few hours by the time they arrived at Lake Tahoe. He descended down the sky just as the large hatch opened up. He lowered himself into the hangar and landed on the ground. He lowered Carol to the ground, allowing her to examine her surroundings. She could see that the surfaces have been well polished. In her eyes, this was aesthetically pleasing.

"This looks great!" chirped Carol.

"Would you like to know how I set up this base in the first place?" asked Ultron.

Carol spun around and locked eyes onto Ultron.

"Uh, sure," nodded Carol.

"I found the blueprints in Sokovia and stole the frames from another Hydra base," answered Ultron.

"Now that's clever," commented Carol, placing her hands on her hips, "cutting off resources so Hydra would deteriorate. We should do this to every terrorist organization."

Ultron chuckled in response while he placed his hand on Carol's shoulder.

"It's all part of my plan," smirked Ultron, "want me to show you my latest additions?"

"Yeah!" chirped Carol.

Upon cue, Ultron led Carol out of the hangar and through the corridor, turning at a couple corners until they arrived at the recreation room. She could see the fish swimming underwater through the reinforced glass window. In the middle of the room, four comfy couches surrounded a round coffee table, and an entertainment center stood at the left side of the room, various modern gaming consoles tucked in the shelves while a bookshelf stood next to the entertainment center. Maybe that shelf was meant for movies and video games? A few computer desks stood at the right side of the room, yet Carol felt like her laptop would still suffice. A pool table stood at the northeast corner and at the northwest corner, a shelf holding various board games stood along the wall while a round table stood nearby.

"Wow, amazing!" chirped Carol.

"Well, I'm trying to figure out what the Avengers like in terms of movies and video games," replied Ultron.

"I could give you a list of my favorite movies and video games as a start," offered Carol.

"I appreciate it, Carol," smiled Ultron.

Ultron led Carol out of the recreation room and they wandered down the corridor, stopping by the kitchen, the medical bay, the conference room, the research lab and a few storage rooms. Carol felt a sense of satisfaction upon seeing those rooms have been furnished accordingly. Still, they continued to wander through the corridor until Ultron stopped in front of one of the doors, probably to a guest bedroom.

"You know," said Ultron, "I have prepared a room for both of us."

Ultron glanced at Carol.

"Would you like me to show you?" asked Ultron.

"Sure!" nodded Carol.

Upon cue, Ultron approached the door, causing it to slide open and he escorted Carol inside. Her face lit up, impressed with the appropriate furniture such as an empty desk standing along the wall on the right side of the room. At the back of the room stood a full size bed with nightstands on both sides. A floral print wallpaper covered the entire walls of the bedroom, which impressed Carol even more.

"Do you like it?" asked Ultron.

Carol turned her head at Ultron.

"I really love it!" nodded Carol, "it makes me want to move here."

"Ehh," remarked Ultron, "we'll see about that."

Carol set down her backpack and her handbag by the desk before she pulled out her laptop and set it up on her desk. During that time, Ultron sat down on the bed.

"Is there something you want to do?" asked Ultron.

Carol glanced at Ultron before approaching the bed. She climbed onto the bed and straddled his lap before she wrapped her arms around him.

"There's…one thing that I really want to do with you," confessed Carol, "and I'm ready for it."

Carol nuzzled her face against Ultron's. Although he enjoyed the touch, he felt confused.

"Carol," requested Ultron, "you need to be more specific."

Carol stopped nuzzling Ultron and gazed into his crimson optics.

"You know," admitted Carol, "since I prefer robots over ordinary guys, I really haven't had a real sexual experience with anyone else besides playing with myself. Of course, I know how it works, it's just…I wanted to see if I could find a robot who would be my first."

Ultron smiled as he chuckled. He anticipated that their relationship would get intimate at some point, and hearing Carol's little confession gave him such a motivation.

"Are you saying you want to…copulate with me?" Ultron purred as he ran his hand down her back.

"Yes," nodded Carol.

Ultron cupped Carol's face with his hand.

"Then I'll make sure you have a wonderful experience right here," replied Ultron.

Smiling, Carol leaned in to kiss Ultron. The silver robot wrapped one arm around her while he massaged her shoulder with his other hand. Carol planted small kisses along Ultron's faceplates until she reached his forehead. The silver robot gently nipped at her neck where it met her shoulder, eliciting a gasp out of her. While she ran her hands up and down his neck cables, he reached his hand underneath her shirt, enjoying the soft skin. She gave him a small kiss before withdrawing her face and lifting her arms into the air, allowing Ultron to lift her tank top over her head. Once he tossed the tank top aside, he reached his hands behind her back and unclasped the hooks of her bra, and she let it drop to the silver robot's lap. Carol picked up the bra and tossed it aside before Ultron lifted her into his arms, stood to his full height and turned around. He knelt down and gently lay Carol onto the bed. Ultron leaned over her, allowing her to brush her hands against his chest. He responded by running one hand down her side while he planted kisses along her neck. He smirked when he heard her letting out soft moans. Still, he kept up his work as he brushed his fingers along her body, intertwining his fingers with hers and brushing his other hand against her stomach. Carol ran her hand along his waist while she used her other hand to fumble with the button of her shorts.

"Why don't I help you with that?" Ultron whispered.

Ultron unbuttoned Carol's shorts and reached his hands underneath her underwear. Gripping the fabric, he pulled them down her legs and tossed them aside, allowing him to examine the body sprawled on the bed.

"So vulnerable," Ultron murmured, "yet so beautiful."

"Ultron," muttered Carol.

Ultron leaned closer to Carol and using one hand, he circled his thumb around her nether regions. Not a second later, she squeaked as she squirmed under Ultron's touch. She may have felt pleasure from masturbating before, but this sense of touch felt even more intense. Perhaps the vibranium sensors enhanced the pleasure. The instant Ultron undulated his fingers against her nether regions, she panted as she ground against his hand. In a way, she enjoyed feeling the metallic texture against her flesh to the point where she lost track of time. She wanted to think this would last twenty-four hours. When Ultron slipped a finger inside her, she let out a sharp moan.

"Do you see the beauty of it, Carol?" Ultron chuckled, "I show you mercy and you submit to it. The result you get is the satisfaction of your most intimate desires."

Carol didn't say anything, but she perched her hands on Ultron's shoulders while he continued to knead her core by curling his finger, fluids trickling onto his hand. She felt tempted to clench her thighs against his hand, but soon brushed it off. He leaned down and gave her another kiss.

"Are those sensors working?" purred Ultron.

Carol nodded.

"Are you so desperate for my touch of affection, my little kitten?" Ultron asked softly.

By now, sweat coated her body and Carol was gasping for air when Ultron pushed in a second finger. While he stroked her nether regions with his fingers, she planted her right hand next to her head and gripped the blanket. All she could do was grind her hips against the metal fingers and spread her legs wide.

"Ultron," pleaded Carol, "hurry it up already!"

Ultron paused in his tracks and let out a gravelly chuckle.

"You're going to have to beg for it, Carol," Ultron remarked.

Ultron withdrew his fingers and settled between her legs. Carol heard a loud click coming from his panel. With her left hand, she reached down and brushed it against his equipment. It may be a bit longer than an average guy's endowment, but she felt glad that he didn't overdo the size. She withdrew her hand, allowing Ultron to press the warm tip against her nether regions.

"If you can beg," said Ultron, "show me mercy, then I will take you."

Carol's eyes locked onto Ultron, his crimson optics staring into her soul.

"Ultron, please," she gasped.

"Hmm?" paused Ultron, "you need to be more elaborate than that."

Carol still wanted Ultron to take her, but she was trying to find the right words that would impress him, so she began thinking for a few moments.

"I'm waiting," Ultron reminded in a singsong voice.

"Ultron, please t-take me," begged Carol, "I-I want you inside me."

Smiling, Ultron cupped Carol's face with his hand.

"Good girl," he purred.

Ultron gently gripped her thighs with his hands before slowly pushing himself inside her. Not a second later, Carol let out a sharp cry as his equipment stretched her to the point where there was slight discomfort. He gently brushed his hand against her face while he leaned forward.

"Are you doing ok, kitten?" Ultron whispered.

Carol nodded as she perched her hands on Ultron's shoulders. He leaned in and gave her a soft kiss while he ran his fingers through her hair. A few seconds later…

"I'm ok," begged Carol, "you can move, now."

Upon cue, Ultron started rocking into her. Carol let out a sharp moan as she felt every inch of his metal equipment brush against the vibranium nerves inside her, the fluids lessening the pain. Without thinking, she wrapped her legs around the hydraulic struts of his hips. In the midst of thrusts, Ultron reached down and brushed his thumb against her nether regions in a circular motion. He could hear her breathing heavily as she bucked her hips to match with his thrusts. He reached his other hand around her back, holding her close to him as he snapped his hips against her own. Her own cries might sound embarrassing to any prude human, but she didn't appear to care. Carol kept her eyes focused on Ultron even when she blinked a few times and leaned forward. Ultron continued his pace as he leaned down and kissed her again.

"Ultron," Carol cried out.

Ultron smiled as he kissed her forehead. By now, his own pleasure was starting to build up. Still, he focused on Carol, so he started rocking his hips a little faster. She could feel herself getting close, so she tightened her grip on Ultron's shoulders. She stopped counting how many thrusts took place after that, but the next thing she knew, she let out a loud cry as her body convulsed in her climax. She still clung onto him even as he continued his pace. It was only a few seconds later when she heard him groan as he overloaded. Ultron turned over while holding onto Carol until he was on his back, watching as his girlfriend gasped for air. After a few moments, Ultron sat up and pulled out, letting her sit next to him as he closed his panel.

"Did you enjoy yourself, kitten?" Ultron purred as he stroked her face with his fingers.

Carol climbed onto Ultron's lap again and gave him a kiss.

"I really appreciate what you did for me, Ultron," smiled Carol, "it was an awesome experience."

Ultron allowed Carol to rest in his embrace. He gently stroked her back with his hand while she watched his chest expand and contract as if he was breathing. After a few minutes passed, Ultron stood to his full height with Carol in his arms and pulled out a few tissues from the tissue box on one of the nightstands. He cleaned up their mess before he set her to the ground, allowing her to hunt for her clothes and put them back on.

"Ultron," Carol turned her head at the silver robot, "do you have Netflix?"

"Not really," admitted Ultron, "why?"

"I could help you set it up," suggested Carol, "and then we could watch movies from it."

"I accept your offer," nodded Ultron.

Smiling, Carol led Ultron out of their quarters and down the corridor, making their way to the recreation room. In Carol's mind, her intimate experience with Ultron might be something worth bragging to the other Avengers later on.

* * *

 **I'm still open to suggestions on how to continue the fanfic.**

 **Please leave a review, so Ultron and Loki would be happy.**


	31. Asgardians in Xandar

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

Lania escorted Thor and Loki out of the plaza in Xandar.

"An invasion at the heart of the Nova Empire itself with only a single ship?" Loki mused, having been given the details of Ronan's reckless attack against Xandar, "one would call it ambitious, I call it foolish and his defeat well deserved."

"You won't find a person who disagrees on this whole planet, Lord Loki," Lania agreed.

A Nova shuttle descended to the street level and unfolded its boarding ramp for the group to step up into the passenger bay.

"We were given advanced warning by a bunch of pirates calling themselves the Ravagers, a bunch of thugs under the command of Yondu," continued Lania.

"We have heard of the tale of these Ravagers in Asgard," Thor said, "why would they render aid to the Nova Corps?"

The shuttle began to ascend, transporting them towards the Nova Corps Headquarters at the heart of the city.

"From what we understand, they were…well, bribed," Lania explained, holding onto a handle built into the cabin wall for balance, "some rogue group calling themselves the Guardians of the Galaxy convinced them to attack Ronan to retrieve something of immense value from him. Besides that the details are sketchy or classified."

"A lone attack dependent on some weapon of mass destruction," Loki exchanged a glance with his brother.

"And a group of marauders intervening to plunder a heavily armed Kree ship?" Thor finished, "pirates never go after powerful targets unless the bounty is anything short of grand."

Loki nodded.

"And I don't recall the tale of Ronan possessing any wealth," Loki added, "I have a feeling that the pieces of this puzzle are beginning to fall together."

The shuttle descended to a landing pad and then casually stepped out, dropping five feet to the surface below.

"Perhaps the Nova Prime might be able to tell us more," he said to himself.

Lania led Thor and Loki through the main door of the headquarters. As they approached the doors to the office of the Nova Prime they could hear raised voices beyond the threshold.

"I wonder who has her upset this time," Lania murmured.

Loki shrugged.

"Whatever it is, certainly it is important enough to wait. After all, the Nova Prime has a tremendous responsibility and I doubt that she would appreciate it if she was interrupted in the middle of an important exchange with a—"

The doors exploded open.

"ABSOLUTE PRICK!"

Both Asgardians blinked once and stared at the fuming form of the Nova Prime as she stormed out of her office.

"Of all the self righteous, hypocritical—" she fumed.

Lania cleared her throat and followed after the older woman.

"Trouble, Nova Prime?" she asked.

"Yes, trouble, and its name is Kree Ambassador Kartho!" the Nova Prime took a deep breath and smoothed out her coat without breaking pace, "that sanctimonious pig is trying to treat Ronan's death like Ronan was somehow the victim."

"A clear effort by the Kree Empire to appeal for sympathy from the other galactic powers, no doubt," Loki commented as he and Thor followed behind the pair, "rest assured, Asgard shall not be so easily deceived."

The Nova Prime stopped in mid step and spun, only now realizing that she and Lania were not alone.

"Asgardians?"

Thor bowed his head.

"My lady," he said in greeting.

"Why have you come here?" the Nova Prime asked.

"We have come in search of an artifact of immense power," Loki answered, "recently, we have been made aware that a number of these objects have revealed themselves in the last few years…one of them right here on Xandar."

"Asgard's mandate is to ensure that these items do not fall into the hands of those who would use them to inflict great destruction on the universe," Thor added firmly, "you would know of them as the Infinity Stones…and we suspect that one of them was used as a weapon in the recent invasion by Ronan the Accuser."

Lania and the Nova Prime exchanged glances in a moment of silence before returning their focus on the Asgardians.

"I believe we have heard of them," admitted the Nova Prime, "is there someone else seeking them?"

"Many," Loki nodded, "I once served one of them, much to my shame…you would know him as Thanos, the Mad Titan."

Thor analyzed the reactions of the Nova Prime and Lania. The latter tensed, and he could feel energy gathering in her fists.

"You admit to working for the most feared being in the universe?" the Nova Prime asked calmly.

Loki didn't say anything, but he nodded, trying to hide any painful expression.

"Not of his own will," Thor interjected, "Thanos had taken control of Loki's mind. Anything and everything he did is the fault of Thanos."

The Nova Prime considered this for a moment before nodding.

"He wouldn't be the first," she replied, "when you're as feared as Thanos, it pays to be able to force people to obey you when they won't give their loyalty freely. He has done this to others before for his own benefit."

The Nova Prime gestured for Lania to stand down.

"So you believe Thanos is related to the recent appearances of these Infinity Stones?"

"He armed me with one and sent me to retrieve a second on Earth while conquering the entire planet," Loki nodded, "a third appeared, coinciding with the return of the Dark Elves and Malekith. And now a fourth was used here, on Xandar."

"You are correct," the Nova Prime made no effort to lie, "Ronan the Accuser had acquired an artifact known only as The Orb, but thanks to an advanced warning by a third party we were able to prepare for the attack…and that same party prevented Ronan from unleashing the Infinity Stone's power and annihilating this entire planet."

She paused.

"Before I continue…what is your intent behind coming here? Do you seek to take the stone?"

"Only to ensure that it does not fall into Thanos's hands," Loki nodded.

After a moment of silence, the Nova Prime beckoned Thor and Loki to follow her. The Asgardians were led to a level far below the ground floor and into a sector that was heavily patrolled by Nova Corps members marching in squadron numbers per group. Their trek ended as they reached a series of heavily fortified security doors protected by mounted turrets and no small amount of Xandar's lesser known mechanized troops in gold and white exoskeletons which observed the group as the Nova Prime presented her credentials and submitted to numerous scans before the doors were finally opened to reveal one final vault door.

"What you are seeing now is the most heavily defended zone on Xandar," she said.

Lania stepped forward and unlocked the door, which slid open to reveal a compact room…with a metallic sphere resting on a pedestal behind layers of laser tripwires, motion detectors and several concealed traps. Thor leaned closer to Loki's ear.

"Do you think that is the Power Stone you read about?" he whispered.

Loki nodded.

"Yes, it must be. If belt traces of its power in each of its siblings we've encountered," he affirmed, "this is the Infinity Stone of Power, something so powerful that it would destroy anyone too weak to restrain its immense energy."

Thor nodded in agreement before turning his head at the Nova Prime.

"I'm sorry, but you can't honestly expect me to just surrender a weapon of cosmic destruction without some guarantee that you could defend it better than the Nova Corps," the Nova Prime crossed her arms.

"My lady, keeping the Power Stone on Xandar makes the threat to your people all the greater," Thor insisted, "Asgard is prepared to shoulder the burden and the risk involved with the Infinity Stones. Should Thanos or his minions come for them we shall meet them in battle so that other realms need not be destroyed in our place."

Loki nodded, "our people have always prepared for war when we have not been faced with it. Xandar was almost destroyed once in a single attack, you don't want to see what Thanos is willing to bring against you now that his schemes have failed."

The Nova Prime gave Thor and Loki a blank stare while she placed a finger on her chin.

"My lady…Xandar is a world of peace," Thor pressed, "so long as this stone remains on it, it shall never know peace."

The Nova Prime took a slow breath.

"Very well," she nodded, "I hereby grant you permission to remove the Infinity Stone from Xandarian space on the condition that you bury this damn thing in the deepest hole you can find or lock it in the thickest vault you can make. Whatever you both do, just don't make me regret this."

"You have my word," nodded Thor.

Once the Nova Prime approached a control panel and disarmed the traps, Thor approached the pedestal and carefully picked up the Orb. Loki silently sighed in relief, knowing that they reached an Infinity Stone before Thanos would even show up.

* * *

A few days later, Loki was sitting in the library early in the morning while reading the book he obtained in Nyr. While carefully flipping the pages, he read the text containing directions to the Soul Stone. He figured that he would have to travel through the Bifrost to get to the location. Well, that was the easy part, but the hard part appeared to be traveling through some sort of labyrinth to reach the artifact itself. He may not be certain on what the labyrinth is, but he found a map within the book containing the directions. Closing his eyes, Loki closed the book and stashed it into his pocket. He might need to use it in order to guide Thor to the Soul Stone…that is, if he agreed to come along with him. Just as the trickster stood from his chair, he heard approaching footsteps.

"Brother!" called Thor, "are you hungry? We're about to have breakfast soon."

Loki turned his head at Thor.

"You know," Loki remarked, "I was just finding some clues about the Soul Stone."

Thor tilted his head.

"Oh?" Thor paused, "do tell."

"How about I tell you about it at the banquet hall?" suggested Loki.

Loki and Thor stepped out of the library and wandered through the corridor until they opened the large doors that led to the banquet hall. There, Volstagg, Hogun, Fandral and Sif already served themselves some food and started eating. The Asgardian princes found their seats next to Fandral and took their time to serve themselves.

"Ah," Fandral blurted, "good morning, Loki. Is your research going well?"

"As well as it could, given the circumstances," Loki nodded, "I've only managed to narrow down the location of the Soul Stone's resting place to a place within a labyrinth of some kind."

"No doubt one wrought with traps and guardians to ensure the continued rest of this Infinity Stone!" Volstagg boomed.

Hogun looked up from his meal inquisitively.

"Do you know which world this maze is constructed on?"

"It's on Kataran," answered Loki, "if any of you have been there recently, I'm willing to hear about it."

"And the Mind Stone?" mentioned Sif.

While he started eating, Loki tried to come up with an answer, but he couldn't even think of a response. After a moment of silence, he turned his attention to Thor.

"Brother," Loki asked, "when was the last time you saw your robot friend's creation?"

"Last time I spoke with the Vision," answered Thor, "it was after we stopped Thanos from destroying Midgard."

"So over a month ago?" clarified Loki.

Thor nodded. Loki didn't ask anymore questions and continued eating his meal. Once he finished, he stood from the table and turned towards the door of the banquet hall.

"So, are you leaving to find the Soul Stone on your own?" asked Volstagg.

Loki paused in his tracks and stared at Volstagg.

"Sounds like a fun idea," replied Loki, "but no."

Thor was about to stand to his feet, but Fandral grabbed his arm, stopping him in his tracks.

"Are you sure you don't want me to come along?!" Thor called to Loki.

"Don't worry, brother," Loki responded, "I will be right back."

Loki left the banquet hall and wandered through the hall until he exited the palace, where he boarded an aerial boat. The aerial boat took off and flew over to the Bifrost, where Heimdall was standing and getting ready for the day. Still, Loki's arrival caught the guardian's attention.

"Good morning, Laufeyson," he said.

"Do you remember the location where the strange robot holds his fortress?" Loki asked.

"I do," Heimdall nodded.

"Would you mind sending me there for a bit?" requested Loki, "I was going to ask him a few questions."

"Very well," Heimdall confirmed.

Heimdall lowered his sword into the pedestal, which activated the Bifrost. While Loki began walking into the portal, questions began to fill his head. What would he have to do before he could meet this Vision?

* * *

 **I'm still open to suggestions on how to continue the fanfic.**

 **Please leave a review, so Ultron and Loki would be happy.**


	32. Loki's Deal

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

The following morning passed since Ultron showed Carol his new base. Once she woke up, she heard Ultron telling her that the showers in the base were up and running. She gathered a set of clothes for the day and followed Ultron out of their bedroom, wandering down the hall until they reached the shower stalls. Once Carol stripped herself of her pajamas and they stepped into one of the shower stalls, Ultron turned the shower on and scrubbed some shampoo into his girlfriend's hair. Likewise, she returned the favor by scrubbing the grime off his metal frame using a washcloth. After that, Carol allowed Ultron to scrub her body while he gave her a kiss.

"Are you feeling refreshed this morning?" Ultron purred.

"Yeah, I guess," Carol nodded.

Smiling, Ultron ran his fingers through Carol's hair while she rinsed off the soap under the shower spray. Once she finished in a matter of moments, Carol turned on her feet and turned off the shower.

"So, Ultron," asked Carol, "what do you have available for breakfast?"

"Carol," reminded Ultron, "you're my guest here, remember? You can request anything you'd like."

"Oh, in that case," blurted Carol, "do you have one of those rotating waffle makers like the ones you see in the breakfast bar in a hotel?"

Ultron smiled and chuckled as he led Carol out of the shower stall and reached for a towel. His girlfriend plucked the towel off his hands and dried herself off before putting the towel back onto the rack. She then slipped on her clothes and followed Ultron out of the shower stalls. They wandered through the hall until they reached the kitchen, where the silver robot reached into the pantry and the refrigerator to gather the ingredients. Carol located the coffee maker on the counter and browsed the different flavors of coffee next to it. She found the package of French Vanilla coffee and poured some of the beans into the coffee grinder, which she used to grind the beans. While Ultron finished gathering the ingredients for the waffles, Carol poured some water into the coffee maker and placed the ground coffee into the filter. She activated the coffee maker and stepped over to the table. Just then, Turrican stepped into the kitchen while Ultron was adding the ingredients to a mixing bowl.

"Oh," Carol chirped as she waved her hand, "morning, Turrican!"

"I'm here with a message to Ultron," replied Turrican.

Ultron paused and turned his attention to Turrican.

"What do you have to report?" he asked.

Turrican's optics lit up.

"I recently detected an unusual solar weather phenomenon at the entrance to the base that occurred for approximately five seconds," Turrican reported, "I believe we may have a guest."

"Oh?" instructed Ultron, "in that case, escort our guest here."

"Right away," nodded Turrican.

Ultron continued to mix the ingredients while Turrican left the kitchen. Carol stood from her seat and approached her boyfriend, catching his attention.

"Did Turrican say we have a visitor?" Carol clamored while fidgeting.

"I don't remember inviting someone recently other than you," admitted Ultron, "but I suppose whoever decided to come here has something he wants to say."

By then, Ultron finished mixing the ingredients, so Carol stepped over to the waffle maker on the counter and plugged it in.

"Can we put in the batter now?" Carol begged.

"Not yet," Ultron declined while he held his hand up in a placating gesture, "we have to let the waffle maker heat up first."

Carol was tempted to pout, but Ultron gently placed his hand on top of her head and ruffled her hair. While they were waiting for the waffle maker to get hot, Turrican and Alpha returned with Loki following them.

"Wait a minute," exclaimed Carol, "what's Loki doing here?!"

Ultron wasn't sure how to answer, yet Alpha and Turrican stepped aside, allowing Loki to approach the tall silver robot.

"Are those your servants?" Loki asked while gesturing to Alpha and Turrican.

"Yes, but there are more than just two," answered Ultron.

"They clearly looked like Frost Giant rejects," commented Loki.

Alpha and Turrican exchanged glances in confusion.

"I never saw a Frost Giant," admitted Carol, "so I don't know. Would you like some waffles?"

"No thank you," Loki scoffed playfully, "I already had my breakfast."

Ultron tilted his head while he checked the temperature of the waffle maker. After that, he turned his attention to Carol while he opened the waffle maker.

"Feel free to make as many waffles as you'd like," advised Ultron.

Carol eagerly picked up a small cup and scooped up some batter before pouring it into the grooves of the waffle maker. She then closed the appliance and rotated it, which automatically started the timer while Ultron grabbed a plate from the cabinet. During that time, Carol turned her attention to Loki.

"So what brought you here?" asked Carol.

"I was going to ask your lover about his…creation," explained Loki.

"Vision?" Carol clarified.

Loki nodded.

"Oh yeah, a chip off the old block," Ultron joked, keeping his optics focused on the waffle maker to ensure that Carol's breakfast did not end up burnt, "what would raise your interest concerning him?"

"It has more to do with a particular part of him that I think you know full well about," Loki replied, casually strolling throughout the room and examining the various appliances, "it used to be part of a staff that I once wielded in my invasion of the city of New York."

"You mean the scepter I initially swiped from Stark?" Ultron clarified.

Loki nodded. Soon, the waffle maker beeped, so Carol rotated the appliance and opened it before she removed the waffle and placed it on her plate. She scooped another cupful of batter before pouring it into the waffle maker's grooves.

"So did Thor tell you about Vision?" Carol asked.

Carol closed the waffle maker and rotated it, instantly starting the timer.

"No prizes for guessing that, I'm afraid," Loki nodded, "a rather ingenious function for that yellow stone, if I do say so myself. I thought it was only capable of controlling minds but now I hear it's somehow given powers to mere mortals and even had some role in your creation."

He looked up at Ultron.

"As well as this Vision," Loki continued, "of course, at the time that it was in my possession, I hadn't been in any position to wonder just what it was capable of."

The Trickster shrugged again.

"But, hindsight aside…I need to speak with Vision about this stone."

"Do the other Avengers know you're on the loose?" Carol grinned.

"Uhhh…no," Loki shook his head, his expression taking on a more sheepish or embarrassed form, "and I would rather prefer if as few of them as possible know about me, given our obvious history."

Carol tilted her head to the side.

"That's a shame," Carol replied, "because Vision is with the Avengers. How are you going to get to him?"

"Oh…I may have to put that little discussion on hold, as I do with all awkward exchanges of dialogue," Loki decided, "besides, there may yet be what you humans refer to as a bigger fish to fry, another stone similar to the one in Vision's possession that will hopefully not be embedded in a living being when I find it."

Carol's face lit up as she clenched her fists and bent her arms closer to her chest.

"Oh, cool!" chirped Carol, "can Ultron and I come along?"

Loki shook his head in disbelief.

"For a girlfriend of a robot," Loki sighed, "you have no idea what you're getting yourself into."

"The Avengers were thinking the same thing when she said that she wanted to join them," remarked Ultron.

Ultron tilted his head in Carol's direction.

"And fortunately," Ultron continued, "she is still alive."

Just then, the waffle maker beeped, so Carol rotated it and opened it before she removed the second waffle. She stepped over to the coffee maker and poured herself some coffee and mixed in some sugar and milk.

"I would rather not put you two at risk regardless," Loki pronounced.

Upon hearing those words, Carol turned her head at Loki.

"Ok," she shrugged, "I guess I'll have to tell Mr. Stark that you dropped by to say hello."

Ultron let out a chuckle at how quickly the smile faded entirely from Loki's otherwise composed face.

"Ooooh and she strikes it right on the nerve," the robot commented.

Loki slowly inhaled and closed his eyes.

"Very well," he said, opening his eyes again, "but just so you know, I am not responsible for anything that happens to either of you, no matter how much Thor might insist otherwise later on."

"Not to worry," Ultron assured Loki, "Carol and I have each other's backs."

Smiling, Carol sat at the table and started eating her breakfast. During that time, Ultron sent a message through his com-link and after several minutes, a drone arrived with Carol's alchemy gauntlet. Once Carol finished her breakfast, she fetched her shoes and socks from the guest bedroom and slipped them on before she met up with Ultron and Loki at the hangar.

"So are you ready to go, my little kitten?" purred Ultron.

Carol plucked the alchemy gauntlet from Ultron's hands and slipped it on after placing the strap of her backpack around her.

"Ready whenever you are, my silver knight," Carol nodded.

Ultron lifted Carol into his arms while he led Loki onto the elevator platform. Ultron tilted his head in a drone's attention and nodded in approval, prompting it to flip a switch that caused the elevator platform to lift Ultron, Carol and Loki out of the hangar and onto the surface of the base.

"So when does our ride get here?" asked Ultron.

Loki made an amused chuckle.

"Do you really have to ask?" Loki commented.

Just after Loki spoke, the Bifrost shot down the sky and enveloped Ultron, Carol and Loki, carrying them across the cosmos. In a matter of moments, the trio emerged from the portal and stepped into the Bifrost Bridge, where they could see Thor and Heimdall ahead.

"Thank the Norns you've come back," Thor sighed in relief, "I was worried Thanos might've gotten you."

Loki scoffed playfully.

"Please," Loki remarked, "he was nowhere near Ultron's base of operations."

Thor made a brief glance at Ultron and Carol.

"I hope that time has passed peacefully for you both on Earth," Thor said as Ultron set Carol down, "it is good to see you again and in good health."

"I'm guessing you had reason to think we wouldn't be, in that case," Ultron ventured a guess.

Thor shrugged.

"I had reason to worry, yes," he admitted, "more than usual, given what I've been occupying myself with as of late."

"It's because of the stones, right?" clarified Carol.

Thor and Loki nodded.

"And we'd better hurry," suggested Loki, "it would be terrible if Thanos were ahead of us."

"Heimdall," called Thor, "set the course for Kataran!"

Nodding in agreement, Heimdall placed his sword into the pedestal, causing the Bifrost to lock onto the alien planet and activate. Ultron, Carol, Thor and Loki stepped into the portal, which whisked them across the universe. In a matter of seconds, they landed in Kataran. Loki checked the map in the book to confirm the location of the entrance to the labyrinth while he scanned the surroundings at intervals. He did confirm that they should be in front of the entrance, but after hearing Carol whimper, Loki noticed a humongous beehive at where the entrance should be.

"Well, that's disappointing," commented Loki, "I believe someone built a nest on top of the labyrinth."

Thor examined the beehive at a distance while he placed his hand behind his head.

"Perhaps there is another location on Kataran similar to the map?" Thor assumed.

Loki shook his head.

"I don't think so," replied Loki, "we will have to venture into the beehive if we are to reach the labyrinth."

A few giant bees flew by, and Carol yelped in fear before she embraced herself to Ultron's leg.

"W-We have to go in there?!" protested Carol, gesturing to the beehive, "there are giant bees flying around in that place!"

Loki couldn't help but smirk as he chuckled, turning his head at Carol.

"Don't worry, lass," Loki teased, "these bees only eat humans."

Carol let out a quavering moan as she pressed her face into Ultron's leg and closed her eyes. Ultron's visual receptors flared bright red as his face plating shifted, giving him the expression of one who was glaring venomously at the Trickster God.

"Say, Reindeer Games, after this how about we re-enact my favorite part of your ill fated invasion? It's a little something from Stark's security cameras entitled 'Puny God'."

Loki's mouth clamped shut as he realized the concealed meaning and the threat therein behind Ultron's words.

"I thought as much," Ultron nodded, knowing that the Asgardian had clearly received the point.

Ultron stroked Carol's back until she released her embrace.

"You know what," Carol suggested, "I'll just wait out here and find a place to hide."

Loki furrowed his eyes at Carol.

"That won't work," objected Loki, "Thanos could easily find you and take you hostage. Would you rather have him kill you in front of us?"

Carol cringed when memories of Thanos using his knife to slice through her arm and her leg returned to her mind. Loki might've been suggesting that Thanos could do much worse if he ever caught her again. But then she didn't want to risk getting stung by any of the giant bees, and she feared this could kill her.

"Maybe Ultron can…keep me safe out here?" Carol peeped.

Loki shook his head.

"Why not?" Ultron protested, "I can keep Thanos from harming her."

"There is a possibility that Thanos has the Reality Stone," clarified Loki, "he might use it to destroy both of you if you two remained outside the hive. But even if he doesn't use it or his physical violence, you should be more worried about his attempts to manipulate you into despair and insanity."

Carol groaned in defeat while Thor placed his finger on his chin, remembering the results of Sif and Volstagg's attempt to retrieve the Aether from the Collector.

"Ok, I'll go!" Carol fussed in such a childish tone.

* * *

 **I'm still open to suggestions on how to continue the fanfic.**

 **Please leave a review, so Ultron and Loki would be happy.**


	33. Labyrinth of Bees

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

Ultron, Thor, Loki and Carol stepped towards the giant beehive, and when they found the entrance, the Asgardians peeked through the archway until they confirmed the coast was clear.

"Loki, if anything happens, can you conceal Carol?" Thor asked as they cautiously proceeded into the hive, "out of all of us she is in the most danger whether she is in here or out there."

Loki sighed as he facepalmed. He made a brief glance at Ultron while the robot lifted Carol into his arms and cradled her before the trickster returned his attention to Thor.

"I suppose I could try," Loki replied, "but there is a possibility that Ultron can protect her more."

"More than an illusion that would make her all but invisible?" Thor raised one brow, "or are you worried that such a thing would be beyond you?"

Loki shook his head in disbelief before he scanned the entrance one more time. Loki glanced at his brother and nodded in approval. Upon cue, Thor turned away from the entrance and raised his Mjolnir into the air. At a distance, Ultron saw that as a signal so he carried Carol closer to the entrance while she rested her chin on his shoulder.

"Carol, it's ok," Ultron purred, "I'll do what I can to ensure you don't get hurt, ok?"

"Mhmm," Carol squeaked.

Once Ultron arrived at the entrance with Carol in his arms, they, Thor and Loki stepped inside the beehive. The interior of the hive was dimly lit only by whatever sunlight managed to creep in through crevices. Bees gathered in masses on all sides, and soon it became a challenge to not wander into the path of the flying insects.

"Why does it have to be bees?" Ultron murmured, keeping track of all possible approaches in case any of the swarm came close enough to even brush past Carol, "hey Reindeer Games, any idea how close we are to that stone?"

"The labyrinth is underground," Loki answered, "so we'll have to find some sort of entrance within the hive."

"I might have a trick or two to make that easier," Ultron said, leaning down a bit to avoid letting a bee brush against his head.

He held out one hand, and several small objects detached from his forearm and floated in the air, emitting a little red light like an eye. They took off ahead of the group, weaving through the horde of bees and splitting off through different passages. Each drone transmitted navigational data back to Ultron, crafting a map of the hive within his head.

"Now," Ultron advised, "why don't you follow my lead?"

While holding Carol in his arms, Ultron stepped ahead of the Asgardians who gave each other confused glances.

"I suppose your robot friend does not disappoint," Loki commented.

Thor nodded in agreement. Thor and Loki followed Ultron through the beehive, the robot scanning the passageways before entering through one of them. While they wandered through the passageway, the drones kept Ultron updated in case any swarms were in the way, although there didn't seem to be any so far. However, when Ultron, Thor and Loki emerged from the passageway, a nearby giant worker bee spotted them and Carol and its hairs extended in shock.

"Halt!" it shouted, "intruders! Intruders!"

Loki immediately held out one hand as arcane energies flourished from his palm and struck the bee, making it sway and collapse to the ground.

"Move," he calmly said to the group, his jaw set as the buzzing of the swarm approached from all directions.

Ultron picked up speed while Thor moved ahead with Mjolnir in hand, flashing sparks of electricity to ward off any bees who attempted to get too close. Loki came up behind, using his magic to stall the pursuing swarm which filled the passage behind him.

Sliding to a stop, Loki inhaled and held out both hands before a stream of frost flew from both of his palms and constructed a wall of ice, temporarily impeding the majority of the bees. During this act his skin turned blue while his eyes took on an almost luminous red tint until he ceased his use of his Jotun based abilities. While the trickster started catching up, Ultron held Carol close to his chest while he sprinted through the passageway with Thor following him. The robot read his radar and considered instructing Thor to attack when they reach the other side. Once they left the passageway, Thor and Ultron could see another swarm of giant bees waiting for them.

"Thor," Ultron requested, "a little help here?"

Thor nodded in agreement and sprinted forward, his Mjolnir at the ready. But before he could strike, the bees charged and knocked Thor and Ultron to the ground, the robot losing his grip of Carol. Just as Ultron staggered to his feet, Carol scooted backwards with her eyes widened in horror as one bee slowly approached her. Ultron wanted to locate Carol, but he could see the giant bees still surrounding him and Thor while Loki emerged from the passageway. Suddenly…

"Ultron, help!" Ultron heard Carol scream.

Ultron turned his head and his optics widened in horror as he saw a giant bee carrying Carol while she struggled to free herself.

"CAROL!"

Optics blazing with fury, Ultron unleashed a blast from each palm and scattered the bees in close proximity to him while Thor swung Mjolnir once and sent one flying into the air before calling upon his signature lightning, scattering many bees as they fled in terror. But to the robot's dismay, the giant bee carried Carol with it as it flew away, tears threatening to spill from her eyes.

"Oh, great," grumbled Ultron, "they got Carol."

Ultron began to lower his head, so Thor placed his hand on the robot's chest.

"Do not fret, my friend," he assured the robot, "we'll get her back."

Thor extended Mjolnir head of him to prove his point.

"We could fight through as many giant bees as we can to get to her before they could harm her," Thor continued.

"I would not recommend it," interrupted Loki, "that could make the situation worse."

Ultron and Thor turned their heads in Loki's direction, giving him a blank stare.

"Are you saying we should just let them kill her?" Ultron demanded.

Loki shook his head.

"We need a stealth plan…and fast," he suggested, "I do not want to risk Thanos locating the Soul Stone."

* * *

Meanwhile, the giant worker bee carried Carol through the various chambers in the hive until it reached the queen's chamber, the teenage girl whimpering in fear. The other bees in the chamber and their queen caught a glimpse of the scared human as the worker bee set her down on the ground in front of the queen.

"What is this?" asked the queen bee, gesturing to Carol.

The worker bee landed next to Carol as she crouched down and hugged her knees to her chest.

"We found this trespasser wandering in our hive," the worker bee explained, "there are three more on the loose."

The giant worker bee turned its head at Carol.

"Although," the worker bee continued, "they seem different from the creatures we've seen outside."

The queen bee rose up from her throne and hovered over to Carol.

"I don't wanna die, I don't wanna die," Carol whimpered, "don't kill me, don't kill me…"

"Where did you come from?" the queen bee interrupted.

Carol snapped out of her thoughts and tilted her head towards the queen bee. She wanted to answer, but she couldn't bring herself to speak, so she ended up whimpering in fear. Her response caused the queen bee to give her a confused stare.

"She doesn't seem to be the kind of spy for the Wasps," the queen bee said to herself.

Upon hearing those words, Carol placed her hands behind her head.

"I hate wasps, I hate wasps, I hate wasps!" Carol cried softly, "bees are scary, but wasps…are the worst!"

Carol didn't say anything further, so the queen bee turned her head at the worker bee.

"Since we can't seem to get much answers from her," the queen bee instructed, "make sure the other trespassers make their way here and explain why they dare to come into our hive."

"Right away, your majesty," the worker bee nodded.

While the giant worker bee flew out of the queen's chamber, the queen bee lowered her head and grabbed Carol's collar with her mandibles, causing the human to yelp in panic.

"No, don't eat me, don't eat me!" she protested.

Surprisingly, the queen bee slowly dragged Carol until she lowered the human onto the throne before settling into the throne herself. While the queen bee nuzzled her head against her face, Carol had numerous questions pop into her head while she tried to lean away from the touch. Should she try to get away? Is this colony a hostile one? Do they even kill any trespassers? She snapped out of her thoughts when she felt the queen bee's leg tuck itself behind her back, so Carol whimpered and tried to tilt her head away from the queen bee.

"Are you frightened?" the queen bee asked, "poor creature."

"I can't…stand bees," Carol muttered, "I can't…"

Without warning, the queen bee withdrew her leg and allowed Carol to scoot away from her, even if it was only a tiny distance.

"Are there bees in the place you came from?" the queen bee asked.

Carol inhaled deeply. Maybe she should try a conversation until she could find a way back to Ultron.

"Y-Yeah," Carol stammered, "but they're a lot smaller than me."

Carol fought the urge to cry, even if she was on the verge of hyperventilating.

"But…I can't let any of them sting me even once," she continued, "or I'll die instantly."

The queen bee didn't respond any further, not sure what caused Carol's fear in the first place. After a long while of silence, a few giant soldier bees entered the queen's chamber and seconds after that, Ultron, Thor and Loki followed suit. One glimpse at the tall silver robot was enough for Carol to jump out of the throne and scurry across the room.

"Ultron!" Carol called out, tears starting to well up in her eyes.

Upon hearing his name, Ultron tilted his head, noticing his girlfriend running closer to him as he kept walking. Moments later, he knelt down and allowed Carol to embrace herself to him, the metal segments of his face reshaping into a smile as she gasped for breath.

"It's ok, Carol," Ultron whispered, "I'm here."

"I…I thought I was…going to die," Carol muttered.

Ultron gently stroked her back while he kissed the top of her head. After a moment of silence, Ultron turned his head at noticed all eyes were glued on him.

"We do not have all day," reminded Loki.

Thor placed his hand on Loki's shoulder.

"Relax," Thor assured him, "she might've been scared to death."

Without responding to either of the Asgardians, Ultron lifted Carol into his arms before he followed Thor and Loki across the bridge. They stopped a few meters away from the queen bee's throne while the giant soldier bees landed in front of them and bowed their heads.

"The metal creature was agitated when we found them," explained a soldier bee, "but it took our offer to release our prisoner in exchange for an explanation on why they came here."

The queen bee nodded in agreement, dismissing the soldier bees while she tilted her head towards Thor, Loki and Ultron.

"So what brings you here into our colony?" she asked.

Thor was about to step forward, but Loki grabbed his lower arm, stopping him in his tracks.

"I'll do the talking," Loki offered.

Thor hesitated for a moment before he nodded in agreement. The trickster took a few steps forward, eyes locked onto the queen bee.

"Your majesty," Loki explained, "my apologies for the intrusion, for we did not intend to disturb your colony. We came here because we believe a certain artifact might be buried underneath this hive, and we were trying to look for the entrance to a labyrinth that holds it. Do you know of this?"

The queen bee tilted her head in curiosity.

"I see," the queen bee mused, "well, some of the workers found an entrance to an underground maze a long time after this hive was built. Would you like me to provide you an escort?"

"No thank you," Ultron declined, "I think we can find it ourselves."

The queen bee tilted her head in Carol's direction.

"In that case, do you know whether this little creature is in good health?" she asked, gesturing to Carol, "she fears her life will end in tragedy if the bees of her world sting her even just once."

Ultron glanced at Carol softly before returning his gaze to the queen bee.

"I'll discuss it with her later," Ultron offered.

The queen bee nodded in agreement. Seconds later, a messenger bee appeared before the throne.

"Inform the rest of the colony that these visitors are not a threat," the queen bee instructed.

The messenger bee nodded before it flew off. The queen bee returned her attention to Ultron, Thor and Loki.

"Now, if you do find the artifact you were seeking," she advised, "make sure its powers do not harm the colony."

Thor gave a confident smile while raising Mjolnir into the air.

"Not to worry, your majesty," Thor assured, "we will not allow destruction to desolate your hive."

With the queen bee's approval, Ultron, Thor and Loki turned to leave the queen's chamber with Carol still in the robot's arms. For them, this was one obstacle they were able to overcome in their quest for the Soul Stone.

* * *

 **I'm still open to suggestions on how to continue the fanfic.**

 **Please leave a review, so Ultron and Loki would be happy.**


	34. Maze of Souls

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

With navigational feedback from the miniature drones flying through the hive, Ultron led Thor and Loki through the passageways while the giant bees caught a glimpse of them before buzzing off. Carol, of course, still clung onto Ultron as her encounter with the giant bees didn't make the trip any better for her. It took only a while before they reached a large chamber where they could see a hole in the middle while giant bees were storing honey into honeycomb cells.

"Could that be the entrance to the labyrinth?" Thor wondered aloud.

Ultron checked his map from the mini drones, instructing one of them to come over and investigate the hole in the center.

"While our robot friend is busy," Loki suggested, gesturing to the bees in the chamber, "why don't we ask the bees about it?"

Thor nodded in agreement and followed Loki further into the chamber until they passed by a giant bee hovering near the hole.

"Excuse me," Thor called to the bee, "but does this hole lead to a labyrinth?"

The bee spared Thor a glance and then looked to the hole.

"Yes, but it is a long drop," it answered, "too steep and narrow for us to safely fly down."

"We have our own means of traversing it," Thor nodded, "my thanks to you, sir."

The bee tilted its head and then resumed its work as Thor returned to the others.

"Well, now we know for sure that we're at the right place," Loki said, stepping closer to the hole and peering down into the depths, "I don't suppose any of you would be receptive to the idea of going first?"

Ultron shook his head.

"I'm not leaving Carol's side after what just happened," he said, "besides…"

The humor returned to his voice.

"Maybe you'll finally get to do a 'super hero landing'," he continued.

"A…what?" paused Loki.

"You know, a super hero landing! Jump or fly down from a great height and…bam! Hit the ground on your feet, maybe make a little crater while you're at it," Ultron chuckled.

The robot hoped that lightening the atmosphere a bit would help ease Carol back into a more relaxed state.

Thor crossed his arms.

"I'm tempted to see if you can do that, to be honest," Thor told Loki, who frowned as he realized that he may have found himself as the first to go down the hole no matter what he said.

"I must warn you," Loki let out a sigh, "when I fell from the Bifrost, my landing was rather painful."

"The last time you fell from a great height you landed in a cushioned skiff," Thor pointed out, calling back to their escape from Asgard during the crisis with the Aether and Malekith, "you were quite graceful too."

Loki shook his head, but took a step forward and plummeted into the hole below. Thor chuckled and walked to the edge.

"For Asgard," he said in a leisurely tone before stepping over the edge and vanishing from sight, falling after Loki.

After seeing the two Asgardians disappear, Ultron held onto Carol and activated his jet propulsory, floating down the hole. It was really dark, so Ultron started glowing while he landed a few feet near Thor and Loki.

"Carol," Ultron whispered, "we're here."

Carol let out a sigh of relief as Ultron lowered her to the ground.

"I can't believe I just had to travel through a giant beehive and get kidnapped by bees!" Carol complained.

Carol glared at Thor and Loki, much to their confusion.

"Your mom would be ashamed of both of you when she hears about this!" she continued in a harsh tone.

Thor cringed at the mention of his mother while Loki's expression turned suddenly blank…and cold.

"Ultron, I would advise that you keep your woman silent," he hissed, "she speaks of things she knows nothing of…and if she does it again, I can't promise that I won't respond…irrationally."

Loki turned and stormed away.

"Loki!" Thor called after his brother as he vanished into the labyrinth.

Disappointed, the thunder god turned his head at Carol.

"You shouldn't have said that, Carol," Thor scolded, "our mother…she was murdered, and the loss is still fresh in Loki."

He shook his head.

"I imagine it will be several human lifetimes before it isn't."

Carol felt a chill sent down her spine upon hearing those words while her eyes widened. Could her words have such a powerful effect on someone? She tilted her head in Ultron's direction while he gave her a blank stare.

"Ultron?" Carol said.

"Thor…has a point," Ultron admitted.

Carol snapped her head at Thor.

"Oh fuck, I'm so sorry!" Carol panicked, "I didn't know!"

"I know," Thor said gently, "and I do forgive you, Carol…but it is not me that you must apologize to."

Thor turned and followed after Loki, hurrying to catch up to his younger brother before he could encounter any potential dangers in the maze. Once a few drones arrived in the labyrinth seconds later, they disappeared into the maze and started mapping it out, allowing Ultron to lead Carol further into the maze, hoping to catch up with the Asgardians.

"Okay Carol, a few pointers," Ultron instructed, resuming his usual light hearted tone, "we have no idea what's down here so you want to make sure you don't give your position away. Keep your voice low, ears open and don't rush through. If there is anything down here, then you want to know about it before it knows about you."

He had one drone check every corner ahead of them as they walked.

"Second, know where you've been and where you haven't, and more importantly how to get back to square one if you need to," Ultron pointed one arm to the maze wall and used a thin laser to cut an X into the material as well as an arrow pointing back the way they had come from, "if you're in a hurry to get out, you don't want to waste time running in circles."

"I'll keep that in mind," Carol nodded.

Carol continued to follow Ultron as he made more marks on the walls. She tilted her head in all directions to ensure there was no one stalking them as she stayed as close to her boyfriend as possible. She pulled out a flashlight from her backpack and turned it on, allowing her to illuminate the dark corridors. When she pointed it up towards the ceiling, a giant rat-like creature was revealed and when it tilted its head towards the light source, it hissed and scrambled down the wall, scurried past Carol, which startled her before it burrowed itself into a hole. The teenage girl calmed down in less than a second.

"Wow, that was one huge rat," Carol commented in a quiet voice.

"Relax, it was probably more scared of you than you were of it," Ultron assured her.

"I'm more likely wondering how these rats got big," Carol mused.

Nodding in agreement, Ultron tilted his head in multiple directions in case there were any more giant rats wandering in the maze. While they continued wandering through the maze, Carol pointed her flashlight at the source of rustling sounds, revealing giant rats who immediately skittered away. At the same time, the robot kept making marks on the walls, not wanting his girlfriend to get lost. Still, the feedback from the drones allowed Ultron and Carol to venture forth until they finally caught up with Thor, who was just catching up to Loki.

"Say," Ultron called to Thor, "have you found any traps so far?"

Thor and Loki paused in their tracks and tilted their heads towards Ultron.

"So far, no," Thor answered, "all we ran into were skittish rats."

Ultron nodded before tilting his head towards Carol.

"Carol?" he said softly.

Carol gazed into Ultron's optics before she nodded and approached Loki, who gave her a cold stare.

"L-Loki?" Carol confessed, "I know I may have not anticipated the beehive being there, but I also had no idea what happened to your mom until Thor told me about it. Now, I really shouldn't have insulted her like that. I'm sorry."

Carol lowered her head while Loki softened his glance and placed his hand on Carol's shoulder.

"I…accept your apology," Loki advised, "just be careful with your words, all right?"

Carol lifted her head and nodded while Thor smiled.

"Shall we continue?" Thor offered.

Upon cue, Thor, Loki, Ultron and Carol continued to wander through the maze, the robot using his drones for navigation and Loki reading the map from the book. Apart from giant rats skittering in the maze, it seemed too quiet. While anyone could think this would be a sign that this maze was safe, Loki had a sneaky suspicion that something more dangerous could be up ahead.

After a while, Ultron, Thor, Loki and Carol finally arrived in a large chamber in the heart of the labyrinth and atop the pedestal in the center stood an ornate urn.

"Is this it?" Thor asked.

Loki glanced at the map in the book again.

"We should find the Soul Stone here," Loki answered, "I believe it might be hidden."

Loki, Thor and Ultron scanned the chamber while Carol examined the urn at a distance.

"How much do you want to bet that urn would trigger a huge booby trap if we try to take it?" Carol asked, gesturing to the urn.

Ultron tilted his head towards the urn.

"If you'd like," Ultron suggested, "I could scan for booby traps for you."

"Go for it," Carol agreed.

Upon cue, Ultron's sensors scanned the chamber for any unusual triggers. He may not have detected booby traps so far, but he did detect a strong energy signature from the urn.

"It appears to be safe," Ultron said, "would anyone here like to do the honors?"

Loki tilted his head in Thor's direction, eliciting a sigh out of him.

"Well," Thor replied, "if you'd like me to give it a try. I will be happy…to oblige."

Thor stepped towards the center of the chamber, his eyes locked onto the urn while Loki, Ultron and Carol scanned the chamber for any other threats that might strike at any time. Thor was merely inches near the pedestal, so he reached his hand out towards the urn, but…

"If you value your life," a booming voice warned, "you will not touch that Urn."

Startled, Loki snapped his head at the entrance.

"Who goes there?!" Loki demanded.

Seconds later, giant rats poured into the massive chamber and surrounded the Asgardians, the robot and his girlfriend, sending chills down their spines. Minutes later, an even larger rat with an ornate crown on its head entered the chamber, which drew attention from Ultron, Thor, Carol and Loki. Could the giant rats they encountered have alerted their presence to him?

"If you really don't want us to take your precious urn," Carol objected, "then why are there no booby traps?"

The rat king shook his head in disbelief.

"The Urn does not belong to us," he explained, "it was used by another civilization that lived here before we did."

Loki and Thor glanced at the Urn, confusion filling their minds.

"So what is this civilization you speak of?" Ultron asked while tilting his head sideways, "I'm all ears. Or, in your case, I'm all whiskers."

The giant rat king seemed to hesitate in a moment of silence.

"It is," he began, "an ancient civilization who constructed this labyrinth as burial grounds for their dead."

Carol placed her finger on her chin.

"So…an underground graveyard?" Carol clarified.

The rat king nodded.

"This ancient society believed the Urn transported the souls of the dead to the afterlife," he continued, "but we rats fear its power for a reason. If the Urn is opened even slightly, the one who would dare to open it would die."

Carol froze in shock while Ultron placed his hand on her shoulder, trying to give her assurance.

"So are you worried that removing the Urn from its resting place would destroy every living being within a radius?" Thor asked.

"Removing the Urn would not destroy life in a large radius," the rat king corrected Thor, "you would have to leave the Urn open for a long time before that effect would come to pass."

Loki stepped towards the rat king while Thor returned his focus on the Urn.

"Then I assure you that by removing the Urn, we can prevent it from killing your colony," Loki assured him, "but I must warn you that there is another who will do whatever it takes to get his hands on what is inside it."

During a moment of silence, everyone gave each other confused stares. Would Ultron, Thor, Loki and Carol ever gain approval from a leader of giant rats?

"If you wish to remove the Urn," the rat king warned, "then take extra caution while handling it. Negligence of it would plague even the largest civilizations with death."

Thor nodded in agreement.

"We won't let you down," Thor assured the giant rats.

Thor carefully picked up the Urn, checking the locks on its lid to ensure it was secured before he led Loki, Ultron and Carol out of the chamber while the giant rats dispersed. They wandered through the maze while using the marks on the walls as guidelines. It was only a little while before they finally reached the chamber with the entrance at the ceiling. After Thor stashed the Urn into his inventory, he grabbed Loki and raised Mjolnir into the air, letting the hammer fly them out through the hole. Ultron lifted Carol into his arms before he flew out of the maze and back into the chamber of the beehive. Hearing the buzzing of giant bees caused Carol to bury her head into Ultron's shoulder and whimper softly. However, the giant bees were swarming in panic, much to the robot's confusion, so he focused his optics on Thor.

"They were acting like this before we even left the labyrinth," Thor clarified.

"They probably have an oncoming threat," assumed Loki.

"We should get out of the hive and find out what's going on before we return to Asgard," Ultron suggested.

Nodding in agreement, Thor led Loki and Ultron through the beehive, sprinting past any giant bees in a hurry. There couldn't be a possibility that the bees changed their mind, could there? Once they reached a massive chambers, they saw a few giant bees divebombing after Nebula as she tried to fight them off.

"Someone clearly arrived a few hours too late," Loki commented.

"Even with the bees holding her off," Thor reminded Loki, "Nebula could still have reinforcements."

Ultron called over a mini drone and instructed it to send a message to the queen bee, hoping that relaying the message would convince Nebula to leave the beehive…somehow. Ultron carried Carol in his arms while he led Thor and Loki to scramble through the beehive. Once they emerged from the beehive, they could see Kree reinforcements standing outside. Maybe they were waiting for Nebula's signal? When they laid their eyes on the robot, the Asgardians and the teenager, they pulled out their weapons and charged at them while Ultron lowered Carol to the ground.

"Were they expecting us at all?" sighed Carol.

"I wouldn't be surprised," Loki shrugged.

Carol tapped on the screen of her gauntlet which mixed the ingredients she selected and deposited them into a disk. When she pulled it out, she pressed the buttons and threw it at the incoming Kree soldiers. When it detonated, the chemical reaction coated the frontline in ice, freezing it in their place. Thor raised Mjolnir into the air and drew in lightning which caused a storm to roll in. Moments later, Thor smashed Mjolnir into the ground, creating a shockwave that tossed the Kree soldiers into the air while Ultron used his anti-grav tech to yank the rifles out of the hands of the Kree soldiers that managed to outrun the icy explosion. Loki's skin turned blue and his eyes turned red before he blasted a frosty wind that froze the Kree soldiers' feet to the ground. This gave Ultron, Carol, Thor and Loki to break free and run out into the field, sprinting past the stunned Kree soldiers. Once they reached enough distance from the beehive, the Bifrost shot down seconds later and enveloped them in its light. They arrived at the Bifrost Bridge, only to notice a godlike elderly man with a cape, beard and an eyepatch waiting for them in front of Heimdall. Although Carol and Ultron didn't recognize him, Thor and Loki stared in disbelief once they merely glanced at him.

"Welcome back, Thor," he said.

* * *

 **I'm still open to suggestions on how to continue the fanfic.**

 **Please leave a review, so Ultron and Loki would be happy.**


	35. A Wild Odin Appeared

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

During a moment of silence, Ultron, Carol, Thor and Loki simply stared at the elderly man with the eyepatch. What could he possibly want from them? He didn't give away any expression, not even anger. It was only then the thunder god decided to break the silence, so he took a few steps forward.

"Father," Thor proclaimed, "I can explain—"

The elderly man held up his hand, cutting off Thor's sentence.

"No need," he interrupted, "Heimdall told me everything."

Even Ultron found himself humbled by the presence of the King of Asgard himself, and refrained from making any cracks or comments that might anger the AllFather. Was he angered by the news of their mission? Ultron remembered hearing Thor and Loki share the tales of how Odin could be easily angered at times.

"Then you know why it was necessary," Loki responded to his adoptive father calmly, "we only barely beat Thanos's forces to the Soul Stone."

Odin merely nodded in response.

"Then I see no reason to continue your sentence, Loki," he commented.

Odin focused his eye on Ultron and Carol.

"And your friends here performed admirably in Midgard," Odin continued.

Carol blushed as she placed her hand behind her head.

"Aww," Carol chirped, "thanks!"

Thor looked hopeful at his father's words.

"Then…he can remain here to live with us?" he asked, "as my brother once more?"

Ultron would have sighed in relief, had he any lungs. Odin placed a finger on his chin.

"Considering Loki's encounter with Thanos, I could accept right away," Odin answered.

The AllFather stepped forward and placed his hand on Loki's shoulder.

"But you don't need to destroy Jotunheim to prove your worth, Loki," Odin continued.

Loki shrugged.

"Then do you have any better ideas than to prepare an axe?" mused Loki.

Odin hesitated for a moment, trying to come up with an answer, but…

"So, when was the last time you guys had some family time?" Carol interrupted.

Seconds later, all eyes locked onto Carol, including Ultron's optics. It was Thor who finally answered, a grin blooming on his face.

"Far, far too long," he said, and clapped one arm around Loki's shoulders, "and you, brother, are not going to avoid what I have planned to celebrate your full return."

Loki paled a bit.

"Oh no…" he murmured as Thor led him down the bridge towards the distant structures of Asgard.

"What's with him? He sounds rather…terrified," Ultron observed.

Odin let out a merry chuckle as he watched his sons fade into the distance, reunited after too long.

"Loki is not as prone to enjoying Thor's idea of a celebration."

"What's so bad about it?" Ultron asked.

"The last time Loki partook was to celebrate the end of a week long battle against marauding pirates on Niflheim," Odin explained, now following the bridge himself, "he drank so much that he almost triggered another battle with Niflheim."

Ultron looked down at Carol.

"I'm getting the sense that sorcerers and alcohol don't mix…god or not."

"Nope," Carol agreed.

Thus Odin, Ultron and Carol wandered down the bridge to the palace of Asgard, where they joined Thor, Loki, Volstagg, Fandral, Hogun and Sif for a nice luncheon feast. Carol was able to get a chance to try out lamb as Thor shared his story on his adventures to search for the Soul Stone. Once they finished lunch, Thor handed the Urn to Odin, who stored it into the vault before the AllFather escorted Thor, Loki, Ultron and Carol out of the palace and towards the Bifrost.

"Heimdall," Odin instructed, gesturing to Ultron and Carol, "send these guests back to Midgard."

Upon cue, Heimdall lowered his sword into its pedestal, triggering the Bifrost to activate and lock onto Earth.

"I guess I'll see you tomorrow," Loki said.

Odin and Thor exchanged confused glances before focusing their eyes on Loki.

"Is something the matter?" Odin asked.

Loki merely shrugged.

"I feel like spending some time with our friends here before we continue our search," Loki explained, gesturing to Ultron and Carol.

Thor nodded before turning his head at Loki.

"Take care, brother!" Thor called.

Upon cue, Loki followed Ultron and Carol to the Bifrost Bridge and they were whisked away across the cosmos. Once they landed at the platform of the base, the Bifrost dissipated, so Ultron, Carol and Loki stepped onto the elevator platform. Seconds later, it lowered itself deeper until they arrived at the hangar. It was then Carol tapped on Ultron's hip, catching his attention.

"Yes?" Ultron asked, tilting his head to the side.

"Can I get something from our room?" requested Carol.

Ultron nodded and gestured towards a hallway, so Carol and Loki followed him out of the hangar and through the hallway until they reached the door to Ultron and Carol's shared room. Ultron stepped closer to the door until it slid open before he escorted Carol inside. The teenage girl removed her backpack and her gauntlet before placing it in the closet. She gathered her clipboard case and her pencil case from her desk before emerging from the room.

"Well, I was wondering what she was trying to get," Loki commented.

"I have some sketches to work on," Carol replied.

"S-Sketches?" Loki paused, confusion filling his eyes as he tilted his head towards Ultron.

"She likes to draw," clarified Ultron.

"I see," Loki mused, "is there a library?"

Ultron shook his head, but just before Loki could lower his head…

"You can check the recreation room if you'd like," Ultron offered.

Ultron, Carol and Loki wandered through the hallways until they stepped into the recreation room. Carol sat down at the couch facing the entertainment center while Loki located a few bookshelves at the southeast corner and began browsing them.

"Interesting collection you have here, Ultron," Loki said, "how did you get your hands on them?"

Ultron approached Loki from behind.

"Simple," answered Ultron, "I asked each of the Avengers on what titles they like and I had a few of my drones purchase them and bring them here."

Ultron placed his hand on Loki's shoulder, sending a chill down the trickster's spine.

"But if none of these titles interest you," Ultron continued, "I could let you browse on Amazon and see what books you would like me to purchase."

Loki let out a sigh before he turned his head and glared at Ultron.

"I would appreciate it if you get your hand off me," Loki muttered.

Upon cue, Ultron quickly withdrew his hand.

"Well," chuckled Ultron, "I'll just leave you alone for a bit."

Ultron stepped away and headed for the entertainment system while Loki continued browsing the shelves. At the same time, Carol was working on her sketch on the clipboard case while her boyfriend sat down next to her.

"Hey, Ultron!" chirped Carol.

"Would you like to watch anything?" purred Ultron.

Ultron picked up the remote and turned on the TV, scrolling to Netflix and logging in. That was enough for Carol to pause in her tracks and set her clipboard case aside.

"There's this one show that I really like," Carol said, plucking the remote from Ultron's hand, "and I hope you'll love it."

Carol scrolled through the menu until it stopped at Futurama.

"Is that," asked Ultron, "an animated comedy?"

"One that takes place in the future," Carol nodded.

Carol started to play the first episode before handing the remote back to Ultron and grabbing her clipboard case. By now, Loki pulled out The Hobbit and ambled over to the entertainment center before he sat down and started reading. Maybe Ultron should ask Carol if she's hungry after the first episode?

* * *

Meanwhile, Natasha, Clint and Helen wandered through the streets of Queens, trying to reach an apartment building. They were lucky Vision helped them research Peter Parker and pinpoint the location of his home. Once they stopped at an apartment building, Natasha checked her GPS.

"We're at the right building," Natasha announced.

Clint tilted his head upwards, examining the apartment building in front of him. After a few seconds, he let out a sigh of relief.

"That's great!" he said, "it'll save us from going in circles."

Well, Clint did have a point, but Natasha reminded herself that they had an objective, so she led Clint and Helen through the front door into the apartment building. There, she checked her note, concealing it with her hand so no curious eye would peek at it. She stashed the note into her pocket seconds later.

"If the elevators aren't working," Natasha suggested, "then we could find a staircase."

"I probably should've taken a water bottle with me," muttered Clint.

Natasha, Clint and Helen wandered through the hall until they reached the elevators. The archer pressed on a button and waited until moments later, one of the elevator doors opened. They stepped into the elevator before Helen pressed on the button indicating a floor. Seconds later, the door closed itself and the elevator ascended the building on its cables. It may have stopped at a couple floors so a few more passengers could board the elevator, but soon, the elevator stopped at its destination and opened its doors, allowing Natasha, Clint and Helen to disembark. They wandered through the hall until they stopped at a door. Once Natasha checked the address in her note, she knocked on the door.

They soon heard the sound of someone moving around inside the apartment.

"Coming!"

After several moments of hurried steps and something scraping across the floor the lock on the door gave a 'click' before being opened to reveal a familiar, lanky teenager with brown hair.

"Uh, yes, can I help you?" he asked, looking as though he had just run a mile instead of ten to twenty feet to answer the door.

Clint and Natasha exchanged a look while Helen stepped forward.

"Peter Parker?"

"Yes, yeah," the boy nodded quickly, composing himself, "that's me…why are you asking me my name?"

Clint scratched his head.

"We were informed that you were bitten by one of the rare spiders at the insect exhibit," Natasha explained.

"We came here to obtain a blood sample," added Helen, "to ensure you aren't experiencing any health problems."

Peter tilted his head sideways while giving Natasha, Clint and Helen a confused stare.

"Well," admitted Peter, "so far, I didn't get sick."

"Not yet, and hopefully not at all," Helen nodded, "but you see, Mr. Parker, reactions to this particular species of spider and their venom tend to vary. It could occur within mere seconds of exposure or potentially days or even weeks. We just want to be certain that if your body is having a delayed reaction, we can identify it and take steps to prevent it before anything happens."

She was hoping to use a logical or at least reasonable explanation to convince him to cooperate. If worst came to worst then Clint or Natasha could sedate him and acquire the blood sample without any trouble or risk of harm to him, but Helen strongly preferred a less confrontational approach to this, given Peter's age.

Still, Peter wondered if he'll come across any effects later on, so he felt it would be best if he was notified about them ahead of time.

"I guess…I guess it wouldn't hurt," Peter answered.

As soon as Peter said that, he rolled up his sleeve.

"Why don't we take a seat for this?" Helen requested, but nonetheless reached into her bag with one hand and gestured towards a couch behind Peter, "it's advisable to be sitting down when having blood extracted."

Having donated blood at least once, and thankfully prior to potentially being exposed to spider venom, Peter saw the sense in this and sat down on the couch, keeping his arm outstretched as Helena set up a small bag connected to a syringe which she gently inserted into Peter's forearm. She instructed him to periodically flex his hand, clenching it into a fist and then unclenching it again as the bag slowly filled up.

"Peter? I'm home!" the voice of a woman called from the still open door, allowing the newcomer to spot Clint just inside, "pardon me, but what are you doing in my apartment?"

Peter looked towards the door.

"It's okay, Aunt May, they're here about that spider bite I told you about," he quickly explained.

Aunt May gave Clint and Natasha a confused stare.

"You…also heard of the bite?" she asked.

To break the silence, Natasha stepped closer to Aunt May.

"One of the volunteers informed us about it," answered Natasha.

A moment or so later, Helen finished obtaining the blood sample, so she removed the needle from Peter's arm and bandaged it before putting away the syringe and the bag.

"Thank you for your time," said Helen, "we'll notify you once we find any sudden changes."

Peter nodded and stood from the couch.

"No problem," he replied.

While Peter returned to his room, Aunt May stepped further into the apartment so as to allow free passage to the door.

"Are you sure he's not going to melt into a radioactive mess?" she asked.

"I'm sure people don't do that when they get bitten by spiders," Natasha assured May.

Aunt May sighed in relief. Just as Natasha, Clint and Helen left the apartment, Clint turned his head at Aunt May.

"You guys take care, ok?" Clint suggested.

"We will," Aunt May nodded.

With a wink, Clint stepped out of the apartment and followed Natasha and Helen out of the building. They wandered through the city, taking a subway car along the way before they returned to the Avengers facility. Once they stepped inside, they meandered through the hallway until they reached the medical lab, where Helen pulled out the bag of blood, preparing to analyze it. Any information they could find about such a mutation would soon be worth it.

* * *

 **I'm still open to suggestions on how to continue the fanfic.**

 **Please leave a review, so Ultron and Loki would be happy.**


	36. Ants in a Base

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

The following morning, Carol woke up from a restful sleep in Ultron's arms. Perhaps a partial marathon of Futurama was a great way to end the day. Still, she stroked Ultron's faceplates with her hand until he stirred.

"Morning, Ultron," whispered Carol.

Smiling, Ultron kissed her forehead.

"Did you sleep well, my little kitten?" Ultron purred.

Carol nodded.

"Maybe after breakfast, we could head back to New York?" Carol suggested.

Ultron nodded and checked the messages in his processor.

"Vision can watch over Loki until he heads back to Asgard," he said.

Carol gave Ultron a confused stare in a moment of silence.

"Wait, Vision's here?" paused Carol.

"He told me of his arrival this morning," Ultron explained, "and he brought along the twins."

"Oh boy," Carol muttered.

Carol squirmed out of Ultron's embrace and got out of bed. She slipped out of her pajamas before putting on a pair of cargo shorts and a t-shirt while Ultron sat up from the bed.

"In that case," asked Carol, "can we go check on them?"

Ultron nodded while Carol grabbed her hairbrush and brushed her hair, taking care to get rid of the knots that built up while she slept. Once she finished, she followed Ultron out of their bedroom and wandered through the hallway, turning at a few corners and stopped at the archway leading to the kitchen. There, Pietro and Wanda stood near the rotary waffle maker while Loki finished mixing the waffle batter. At the same time, Vision was waiting near the entrance.

"Morning, Vision!" Carol chirped, "how's our friendly neighborhood trickster been doing this morning?"

Vision placed a finger on his chin.

"I believe Loki is about to teach the twins how to make waffles," Vision answered.

Carol's face lit up, remembering how the trickster god watched her using the rotary waffle maker. Maybe that was how he learned how to use it? Carol skipped over to the counter, catching Wanda and Pietro's attention.

"Hey, guys!" chirped Carol, "are you thinking of adding anything to your waffles?"

"Why do you ask?" paused Pietro.

Carol turned her head at the fridge.

"I was thinking of putting blueberries in mine," Carol explained.

Wanda nodded in agreement.

"I, too, could go for some blueberries," Wanda said.

"What's wrong with chocolate chips?" Pietro objected.

Hearing the conversation was enough for Loki to focus his eyes on Carol and the Maximoff twins.

"You can grab both from the refrigerator if you'd like," Loki offered.

Upon cue, Pietro zipped towards the fridge like lightning and returned with packages of chocolate chips and blueberries. After that, he sped towards the fridge again and fetched the maple syrup while Wanda searched the cabinet for another mixing bowl. Once she did, Loki poured half the batter into the empty mixing bowl. Carol poured some blueberries into one bowl while Loki poured some chocolate chips into the other bowl.

"Now that we're set," Loki announced, "let me show you how this waffle maker works."

Loki grabbed a small cup and scooped up some batter with the blueberries.

"First, you pour some batter into the waffle maker," Loki instructed.

Loki poured the batter into the grooves of the waffle maker.

"After that," he continued, "you close it and rotate it."

Upon cue, the trickster closed the waffle maker and rotated it, which started the timer.

"Now all we have to do is wait for the timer to go off," Loki said, "and then we rotate the waffle maker and remove the waffle."

The Maximoff twins nodded in agreement.

"Sounds pretty neat," commented Pietro.

While waiting for the timer to go off, Carol stepped over to the coffee maker, where she picked out the package of french vanilla coffee and poured the beans into the coffee grinder. She ground the beans before she poured the ground coffee into the filter. After that, she filled the coffee pot with water and poured it into the water bin before starting the coffee maker.

"Want to have some of my coffee?" Carol offered.

"No thank you," Wanda declined.

"I'll just make tea," Loki added.

Loki searched the cabinets for tea bags when Carol heard the timer beep, so she rotated the waffle maker and opened it before removing the blueberry waffle and placing it onto her plate. This allowed Wanda to scoop some blueberry waffle batter and pour it into the grooves of the waffle maker. She then closed the waffle maker and rotated it, activating the timer.

"I think I understand Loki wanted to know how Vision was doing," Carol told Wanda, "but I didn't think you guys would actually show up this morning."

"Ultron invited us over," explained Wanda, "didn't you hear him call us?"

Now that Wanda mentioned it, Carol barely remembered Ultron sending a transmission to someone.

"I…might have been too distracted with my drawings," Carol admitted, placing her hand behind her head.

Pietro scoffed in a playful manner. A minute or so later, the timer beeped, so Wanda rotated the waffle maker and opened it before removing her waffle and placing it on her plate. This allowed Carol to check the coffee maker while Pietro poured the chocolate chip batter into the grooves of the waffle maker. Satisfied that the coffee was ready, Carol poured some coffee into her cup and added in sugar and milk. Carol stepped over to the table and sat down next to Ultron before she started eating her breakfast while Loki finished brewing his tea.

"So, Vision," Carol chirped, "any thoughts on Loki so far?"

"My first thought in regards to him would be how surprisingly adept he is at using modern technology, considering his origins," Vision responded, "as I do recall, Thor still struggles not to break his coffee mug whenever he is present for meals."

Carol couldn't help but burst into laughter.

"Yep," blurted Carol, "that's Thor for you."

Just then, Wanda poured some orange juice into her glass before she carried her breakfast over to the table and sat down next to Vision. Pietro, on the other hand, still had to wait for his waffle to get done. As Wanda ate, her brother began to zip around the kitchen and the adjacent rooms. One moment he was reading a magazine, the next he was sitting at the table and reading a book, the next he was carefully typing one letter at a time on his cell phone (the previous few having been fried when he tried to type on them at full speed) and then back to waiting on his waffles.

"Pietro," Wanda raised her voice, "watched pot, remember?"

Pietro, whose everyday existence could be compared to being stuck in line at an ATM behind ten people who didn't know how to work said ATM while he was hopped up on sugar, groaned and forced himself to wait at the table.

Wanda's eyes wandered towards Loki next, and she paused after taking a sip from her juice.

"Ask him," Wanda instructed.

"What?" the trickster god glanced towards her.

"Either ask him or don't," she said.

Vision raised one brow at Wanda.

"Ask who?" he paused.

"You," she answered, "he wants to ask you something but is trying to think of a way that isn't…rude."

Loki sighed.

"I forgot: mind reader," he confessed, "anyways…yes, Vision, there is something I want to ask you."

"I am fully willing to comply with whatever inquiries you may have, Loki," Vision nodded politely.

"It's about that stone in your forehead," Loki explained himself, "do you know what it is?"

Vision tilted his head upwards and brushed his finger against the gem on his forehead.

"You know," Vision admitted, "I haven't given much thought to it."

"Really? A stone that can grant sentience to an artificial body, grant powers to humans and shoot beams of energy didn't seem like a curious topic?" Loki rolled his eyes.

"Well," Vision replied, "perhaps I will understand it someday."

Pietro heard the waffle maker ding, so he zinged over to it and retrieved his waffle. Once Carol finished her breakfast, she stood from the table and placed the dirty dishes on the counter.

"Whelp," Carol said, placing her hands behind her head, "I guess I'm ready to head back home. Do you guys have plans for today?"

Wanda and Pietro didn't respond as they were still eating their waffles. Still, Vision locked eyes onto Carol.

"I'll bring the twins back to the facility after breakfast," Vision replied.

Ultron nodded.

"And Loki?" Ultron added.

Loki took a sip from his teacup before turning his head at Ultron.

"I have a few things to take care of," Loki answered, "so soon, I'll head back to Asgard."

Ultron nodded in agreement again before he approached Carol.

"Want me to help you pack up?" Ultron purred, reaching out to cup Carol's cheek with his hand.

Once Carol felt her boyfriend's hand on her cheek, she leaned her head sideways, nestling into the touch.

"I can handle the packing part," Carol assured Ultron.

"All right," Ultron replied, tilting his head to the side.

Once Ultron lowered his hand, he tilted his head in Loki's direction.

"You guys take care of yourselves, ok?" Ultron called out, catching Loki, Vision and the twins' attention.

"Will do," nodded Pietro.

Ultron followed Carol out of the kitchen and down the hall until they reached their shared bedroom. Inside, Carol wandered through the room and gathered her items, packing her laptop into her backpack and stashing some dirty clothes into a laundry bag before tucking it into the backpack. She had to leave the bedroom and scurry for the bathroom to find her toothpaste and her toothbrush. While Carol was still packing up, Ultron heard the sound of an incoming transmission, prompting him to answer it.

"Hello?" Ultron said.

"Ultron," Clint replied over the com-link, "this is Hawkeye. Nat asked me to tell you to come over to the base."

"Hmm, this is interesting," Ultron mused, "is there trouble stirring?"

"Not really," Clint explained over the com-link, "but we got a sample of Peter's blood and we just got some results from the analysis."

"Oh, all right," Ultron nodded, "I'll be a few hours out soon. Take care."

Ultron tapped on his audial with his finger, ending the transmission just as Carol finished packing up, slipping the strap of her handbag over her shoulder and slipping her arms through the straps of her backpack.

"Carol, we have a change of plans," Ultron announced.

Carol turned her head at Ultron, giving him a blank stare.

"Huh?" she warbled, "what's going on?"

Ultron placed his hand on his head.

"Let's just say," Ultron clarified, "Romanoff and Barton have something to discuss with me and they would like me to come over."

Carol tilted her head sideways.

"Does it have something to do with that little spider display incident?" Carol pondered.

Ultron felt a chill sent down his spine…well, his metal spine.

"I…guess you could say that," Ultron nodded.

Ultron led Carol out of their bedroom and they meandered through the corridors until they stepped into the hangar and stepped onto the elevator platform. Moments later, the platform ascended out of the hangar while a hatch opened from above, taking them outside onto the platform. Ultron knelt down and lifted Carol into his arms, allowing her to wrap her arms over his shoulders. While his girlfriend held onto him as tight as she could so she wouldn't fall off, Ultron took off into the sky, soaring above the country.

"Ultron," asked Carol, "do you have any songs from Iron Maiden?"

"Let's see," Ultron mused.

Seconds later, Ultron's cheek compartments opened up and revealed little stereos. Shortly after that, Flight of Icarus started playing. Carol wanted to dance along, but she didn't want to risk falling off, so she still held onto her robot boyfriend. While they flew across the country, Ultron searched the Internet for more songs from Iron Maiden and played them from his stereos. They flew for a few hours before they arrived at New York and below, they could see the Avengers facility. Ultron descended the sky, touching down in front of the base before he lowered Carol to the ground.

"It'll only be for a few minutes," Ultron assured Carol, "is that ok?"

"Ok," Carol nodded.

While Carol and Ultron made their way into the facility, Ultron noticed Falcon flying onto the roof. Yet, he brushed it off while he and his girlfriend stepped inside. They meandered through the corridors until they stopped at the door to the medical lab. Carol was tempted to knock the door, but it automatically slid open, revealing Natasha, Clint and Helen.

"Hi, guys!" Carol chirped while waving her hand.

Natasha and Clint turned their heads at Ultron and Carol.

"So you decided to bring your girlfriend here?" Natasha asked Ultron.

Ultron stepped into the lab with Carol following him.

"I invited her over to my base for a couple days and I'm just taking her home," explained Ultron.

Natasha nodded in agreement.

"So, shorty," Clint commented, "what was it like having Ultron kidnap you for a couple days?"

"Hey!" snapped Carol.

Carol glared at Clint while she folded her arms, so Ultron placed his hand on her shoulder.

"Hey, it's ok," he assured her, "he's probably joking."

Carol groaned in frustration.

"I would appreciate it if he didn't call me short," she muttered.

"Oh, right," Ultron blurted, tilting his head in Clint's direction, "Barton?"

Clint sighed, since he heard the teenage girl's words.

"Ok, sorry about that," Clint said.

Ultron ruffled Carol's hair for a moment before he stepped closer to Natasha, Clint and Helen.

"So, do you have any results yet?" asked Ultron.

"Only the mother load, and that's enough that any geneticist will be ripping their hair out by the roots once they find out about it," Clint answered, "Dr. Cho ran every test that she could several times and…well…"

"The Parker Kid is part spider now," Natasha said casually as if it was something mundane, "the venom from the spider bite acted as a mutagen."

Ultron's red optics blinked once.

"Come again?"

"You heard the lady, we've got a spider kid living in New York now," Clint shrugged.

"I don't have hair to rip out, but I might look into it later," Ultron said, mostly joking, "how does that work? You don't just mix two different species together, you'd get something that…well…let's just say there's a reason that I always found Kermit the Frog and Ms Piggy to be doomed to fail if they ever tried to have kids."

"It's possible that the spider that bit him wasn't an ordinary spider," Helen replied.

"In that case," advised Ultron, "just tell Peter that he's not dying, and he's going to be ok."

"You got it," Clint nodded.

Ultron turned towards the door and gestured Carol to follow him. Before she could respond, she tilted her head in Natasha and Clint's direction.

"Ok, we'll see you guys later!" chirped Carol.

"Take care," replied Natasha.

Carol followed Ultron out of the lab. While they began meandering through the corridor, Carol suddenly spotted Falcon passing by without his goggles. She could hear him mutter something along with an occasional swear word, which was enough to catch her attention. Without saying anything, she sprinted towards the paratrooper, which caught Ultron's attention.

"Carol?!" Ultron exclaimed.

Carol ignored Ultron's voice, even as Sam heard her approaching footsteps.

"Hey!" Carol called, "Mr. Wilson!"

Sam paused in his tracks and tilted his head in Carol's direction just as she stopped just a meter adjacent to him and took some time to catch her breath. Ultron rolled his optics before he approached his girlfriend and the paratrooper.

"Hey, Carol," Sam replied, "you…in a hurry or something?"

Carol shook her head.

"N-No," Carol stammered, "something in your mood caught my interest. What happened?"

Sam sighed as he shook his head in disbelief.

"Let's just say I'm heading over to get my pack repaired after some guy calling himself Ant Man disabled it," he answered.

Carol gave Sam a confused stare.

"Uh, Ant Man?" Carol paused.

Sam turned his head at Ultron, who was staring at both of them.

"Sorry about that," Ultron blurted, tilting his head, "I wasn't sure what caught my girlfriend's attention until just now."

Sam turned on his feet yet he kept his gaze on Ultron and Carol.

"You guys take care," he said.

Sam continued wandering through the hall while Carol focused her eyes on Ultron.

"I was just curious, you see," Carol explained.

"Is that so?" mused Ultron.

Ultron gestured Carol to follow him, so they continued sauntering down the corridor.

"Still," Carol shrugged, "I wonder who this Ant Man is. Is it a man that is the size of an ant?"

Upon hearing those words, Ultron did a quick search on the Internet. He found a few results that matched the query.

"Carol," asked Ultron, "are you sure you want to investigate this further?"

"Why not?" Carol shrugged, placing a finger on her chin, "it sounds like an interesting mystery, doesn't it?"

Well, Carol had a point. If she is going to get involved in affairs that could endanger her life, then the least Ultron could do is protect her along the way.

"If you wish to investigate this matter," Ultron proposed, "allow me to accompany you. Is that fair?"

"Ok!" Carol nodded.

Carol and Ultron reached the entrance and stepped outside. The silver robot lifted his girlfriend into his arms before taking off into the sky. Now all they had to do was fly into New York City and reach the apartment, where Snoofles could be waiting in the living room.

* * *

 **I'm still open to suggestions on how to continue the fanfic.**

 **Please leave a review, so Ultron and Loki would be happy.**


	37. Pym Party Rampage

**I find it odd that I can't seem to find a major Marvel Cinematic Universe fanfic that has the Ant Man movie plot tied into it for some reason. Of course, this chapter is not going to cover the entire movie plot, but just a bit of the heist before Ant Man and Yellowjacket have their final battle, so let's see how Ultron and his girlfriend tag along in this part.**

 **I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

A day later, Carol was in the middle of drawing in Photoshop with Snoofles on her lap. At the same time, Ultron was sitting on her bed while he looked up information on Pym Technologies, hoping it would give him clues about the "Ant Man".

After a while, Carol finished adding highlights in the picture, so she saved her progress and tilted her head towards Ultron.

"Hey, Ultron," Carol called, "did you find anything yet?"

"Well, besides the fact that way too many SHIELD agents were playing Galaga on their down time, it looks like the files that got leaked onto the Internet by Natasha have just what we need," Ultron projected an image onto the nearest wall using his optics, "say hello."

The image was grainy and in shades of black and white. But it was being slowly enhanced to focus on a tiny dot in the middle of what looked like a fire fight…revealing a silhouette of a man.

"This was taken decades ago," Ultron explained, "it looks like this Ant Man has been around for a while, and was a registered agent of SHIELD. But it looks like on his way out he had all of his personal info scrubbed, and this was before everything was copied onto computers."

He then pulled up some footage taken from the Avengers compound, showing Falcon's fight with a man clad in a black and red suit who seemed to blink in and out of view, and during these periods of absence Falcon was fighting some invisible force.

"But this one here is way too young, too fit," Ultron continued, "so…here's what I think: different man, same suit, same technology. And lo and behold, look which company is researching technology focused on shrinking things…and whose workers are _**also**_ way too obsessed with Galaga apparently."

Ultron brought up a profile of a man while his name displayed beneath, allowing Carol to examine his profile.

"Darren Cross?" Carol paused, "is he working for someone or is he just a leader of something?"

"Well, I'd say that you can't _**just**_ be a leader," Ultron chuckled, "but yes, I'd say he's the head man. He's the CEO of Pym Industries, took it over from his own girlfriend's old man Henry Pym. He also is personally overseeing the size alteration projects, managed to get it all the way up to stably shrinking inanimate objects."

Ultron displayed as much details of Ant Man's history, although he had to expand the text so Carol could read it.

"Looks fascinating," commented Carol, "does Pym Industries have any upcoming events that we can check out?"

"I'm ahead of you on that," Ultron responded, "two tickets to an upcoming expo where Darren Cross will be hosting a bunch of busy bodies. Military, private sector, politicians and the like."

He looked down at himself.

"Do you think I should change into a less conspicuous body or would they not mind a ten foot tall robot walking in the front door?"

Carol lifted Snoofles out of her lap and set him down on the floor before she stood up and approached Ultron.

"You don't need to change your appearance," Carol assured Ultron, "you look great already."

Ultron smiled and cupped Carol's cheek with his hand.

"Thank you, Carol," Ultron said.

Smiling, Carol leaned forward and kissed Ultron on his cheekplate.

"You're welcome," Carol replied, "I'll go ahead and find a dress for the occasion."

Once Ultron withdrew his hand, Carol walked over to her closet and rummaged through the clothes on the hangar until she found a yellow strapless minidress with a flared skirt. She pulled it out and hung it on the doorknob of the closet. She then scrambled over to her desk and closed Photoshop before shutting down her laptop.

"So when does the party start?" asked Carol.

"That's the second best part: it's tonight," Ultron answered.

"And what's the best part?" clamored Carol.

Ultron grinned.

"Well, I'm glad you asked. The best part is that you're going to look amazing in that dress tonight," he replied, having one of the plates over his optics shut to mimic the act of winking.

Carol's smile widened before she skittered closer to Ultron and gave him a kiss.

"Thanks, Ultron!" chirped Carol, "I appreciate the thought!"

Ultron chuckled and pulled Carol into a gentle embrace.

"You're welcome," Ultron purred.

* * *

Later on, Ultron flew over to California with Carol in his arms. By evening, they arrived in San Fransisco and located the Pym Technologies Headquarters, so the tall silver robot descended from the sky and touched down in front of the building. Seconds later, incoming guests focused their eyes on Ultron with such curiosity as he lowered Carol to the ground.

"Isn't that the robot that cut off funding for multiple fracking sites?" commented a guest, a businessman in his thirties.

"Oh, he's probably just a hippie," the businessman's wife brushed off the comment.

Ultron could hear more gossiping from the guests they passed by, but he shrugged it off while he escorted Carol towards the entrance of the building. Once they arrived at the entrance, a door greeter held up his hand, stopping them in their tracks.

"Excuse me," he said, "but do you two have an invitation?"

Carol was about to reach into her handbag, but realized that the tickets weren't in there, so she tilted her head towards Ultron.

"We have VIP status," Ultron answered, and shut his optics for a moment, "check your PDA."

The greeter did so, and Carol saw a brief glimpse of a picture of herself as well as one of Ultron on the screen between walls of text.

"Indeed you do," the greeter said, and pulled two passes out of his jacket, "VIP passes, please don't lose those."

"Don't worry," Ultron winked as he and Carol walked inside, "we're super responsible."

As soon as they were inside, Ultron let Carol see that he had been crossing his fingers on one hand.

"Thanks, Ultron," smiled Carol, "now we could explore this place and find answers about Ant Man."

"Yes, let's—"

Ultron paused as one of the many stealth drones he had deployed separately reported a disturbance.

It seemed as if there was an exorbitant amount of ants on the premises.

"Ultron?" Carol paused, giving him a confused stare.

Ultron snapped out of his thoughts and turned his glance at Carol.

"Oh, it's nothing," Ultron blurted, realizing that he had allowed his attention to drift.

One drone picked up something of interest: an isolated hallway with a door to the server room intended to be protected by one lone guard…now suspiciously absent.

"Let's go see how many people here know my old man personally," Ultron suggested, trying to remain casual, "how much are you willing to bet I won't even be able to count on one hand how many _**haven't**_ done a deal or two with him?"

"Remember that one time I tagged along when you harvested vibranium from that Klaue guy?" reminded Carol.

Ultron sighed as he rolled his optics.

"Well, how could I not forget that?" he joked.

Ultron led Carol further into the facility, both of them examining the equipment inside the labs they passed by. As they delved further into Pym Industries, Ultron became aware of further disturbances from his drones. Electrical surges, more blasted ants…

"I think we chose the perfect night to show up," Ultron whispered to Carol, "because if we're looking for an Ant Man…"

Ultron watched one winged ant buzz by.

"We've certainly come to the right place," he continued.

"Figures," commented Carol, "have you found Mr. Cross yet?"

Ultron nodded and gestured towards a door.

"Right this way," he offered.

Ultron led Carol into the room. Inside, they could see a strange container standing behind Darren Cross while he started his speech to a few more people in suits. Ultron made sure to move slowly to keep his servos from generating enough noise to draw attention away from Cross, who was in the middle of a presentation showcasing something…

More electrical discharges appeared on the building's circuits, this time much closer. What could it be? Meanwhile, Darren Cross turned his head at Ultron and Carol.

"I don't remember inviting you two," Darren said.

"Ehh," Carol stammered, placing her hand behind her head, "we're just here to say hello."

"Well, you instructed that anyone who is, and I quote: heavily invested in experimental technologies in general, unquote, to be invited. You have tycoons, politicians and war lords here so are you really surprised to see a giant robot thrown into the mix?" he asked, using the quick wit passed to him from Stark to bluff with a straight face.

Darren, the old man and the woman gave Ultron a confused stare.

"Didn't you two help the Avengers drop a city out of the sky?" asked Dr. Pym.

Ultron and Carol couldn't help but facepalm.

"Sir, that wasn't us," Carol answered.

Darren's bodyguards aimed their guns at Ultron and Carol.

"I am beginning to wonder that myself," Ultron asked, making no move to even appear threatening, "look, for the sake of anyone here who can't rebound a bullet off their face, why don't we put the guns down?"

Several of his drones moved through ventilation passages to converge on the room. Carol glanced at a tiny man dangling on a string inside the large container.

"Trust me," Darren warned, "I know what Pym here has been planning from the beginning, and I would appreciate it if you don't meddle in other people's affairs."

Darren turned towards the container and tapped on the glass.

"Hi, little guy," he mocked.

Darren tilted his head towards Pym.

"I always suspected you had a suit stored away somewhere," Darren boasted, "which begs the question, who is the new Ant-Man? Who is the man that my beloved mentor trusted even more than me?"

In a moment of silence, Ultron and Carol exchanged confused glances.

"Scott Lang," Darren continued, "the martyr, who took on the system and paid the price, losing his family and his only daughter in the process. He's exactly your kind of guy, Hank. He escapes his jail cell without leaving any clue as to how, and then…he disappears magically, despite having no money to his name, and now he brings me the Ant-Man suit, the only thing that can rival my creation."

Amidst the confusion, Ultron started searching the Internet to find details on Scott.

"Darren," Hank demanded, "don't do this. If you sell to these men, it's going to be chaos!"

Carol felt a chill sent down her spine, so she started digging into her handbag, but grimaced in disappointment. Maybe she should've brought along her gauntlet before heading out.

"I already have," Darren replied, "and twice the price, thanks to you. It's not easy to successfully infiltrate an Avengers facility. Thankfully, words travel fast."

Ultron tilted his head to the side.

"But then you leave behind tracks that can be picked up by anyone who lives in the network," Ultron commented.

Darren snapped his head towards Ultron.

"Shut up, tin man!" snapped Darren, "I'm talking here!"

Darren shook his head in disbelief and turned his head at Hank and Hope.

"I'll sell them the Yellowjacket," Darren continued, "but I'm keeping the particle to myself. If you want the fuel, you'll have to come to me. What do you call the only man who can arm the most powerful weapon in the world?"

"Based on my experience fighting alongside the Avengers," Ultron interrupted, "a legitimate global threat."

Darren groaned in frustration and glared at Ultron.

"Will you _**ever**_ shut your metal pie hole?!" Darren growled in a loud voice.

"I can't stop him, good sir," Carol blurted while shrugging, "he's a huge chatterbox."

Ultron chuckled and placed his hand on Carol's shoulder.

"You can stop this, Darren," Hank called to Darren, "it's not too late."

"It's been too late for a long time now," Darren scoffed.

One of the bodyguards aimed his pistol at Dr. Pym, much to Hope's horror.

"Darren, what are you doing?!" Hope demanded.

"He wasn't any more capable of caring for you than he was for me," Darren answered.

Irritated, Carol started charging towards Darren, but Ultron grabbed her upper arm, stopping her in her tracks.

"Don't get to his level," Ultron warned Carol, "they have guns and they can shoot you if you do anything crazy."

Carol scowled at Ultron.

"Are you kidding?" Carol snapped, gesturing to Darren, "this bastard here's a psycho!"

Darren glanced at Carol for a second before gesturing the bodyguard to lower his gun.

"Maybe I need to be the one to do it," Darren said.

Darren pulled out his pistol and aimed it at Hank, but in a split second, Hope pulled out hers and aimed it at Darren.

"Drop your weapon!" snapped Hope.

"Here we go," sighed one of the investors.

"You know I came to the house the other night to kill him," Darren admitted, "but you were there."

Hope furrowed her eyes.

"You're sick, and I can help you," Hope retorted, "just put the gun down."

"I wasn't ready to kill you," Darren threatened, "but I think I am now!"

Darren was almost tempted to aim his gun at Hope instead, so Ultron extended his hand, ready to act in case anyone started shooting.

"You picked the wrong side, Hope," Darren said.

Before Darren could shoot, Scott threw a disk at the glass and it detonated, shattering the glass while he leapt out of the container and grew to full size. Ultron pulled Carol into a protective embrace while Scott shrunk again and tackled into a bodyguard. Hope was about to shoot, but Darren knocked her arm aside while bodyguards tried to shoot at Scott but failed. One bodyguard aimed his gun at Hope, but Ultron used the anti-grav tech in his hand to yank the gun out of his hand, allowing Hope to punch Darren while Ant Man tackled another bodyguard into the wall. One of the bodyguards restrained Pym and was about to shoot him in the head, but Ultron's miniature drones honed in on the bodyguard and landed on him, causing him to struggle to bat them off until he ended up shooting Dr. Pym in the arm instead.

"Dad!" Hope panicked.

Dr. Pym landed on his back the instant the bodyguard let go, and while Scott continued to shrink and grow while tackling bodyguards, Hope rushed to Dr. Pym's side.

"Come on, Carol," Ultron whispered, "let's get out of here."

"But don't they need our help?" Carol protested.

Ultron accessed one of the drones outside the building, which notified him of an uninvited van sitting at the curb.

"I'm sure they have their own set of help," Ultron assured Carol.

While the fight ensued, Ultron lifted Carol into his arms and scurried out of the room, sprinting through the hall while dodging bullets from security guards. The silver robot found a weak wall and burst it open with his concussion blast, allowing him to fly out of the building and landed safely on the ground.

"Ultron," asked Carol, "are you sure they're going to be ok?"

Ultron lowered Carol to the ground.

"I'm sure they'll be fine," Ultron answered, "with drones on my side, I can monitor the whole battle going on inside."

Carol sighed in relief, so Ultron knelt down, allowing her to sit on his lap. Minutes later, they saw a tank burst out of the building and land on the ground.

"Oh, wow!" Carol gasped.

Ultron noticed a large keychain attached to the tank while guests evacuated the building. Still, the robot turned his attention to a helicopter that started ascending from the building. A moment later, the miniature drones inside the building sent him a final message.

"I'm sure you'll thank me for getting you out of there soon," Ultron commented.

"Huh?" paused Carol.

Seconds later, an explosion tore the Pym building apart. Ultron and Carol watched in shock as an orangish light soon sucked in all the debris before vanishing without a trace.

"Oh, boy," muttered Carol.

She didn't need to ask Ultron what could've happened to them if they hadn't escaped in time, so she slipped out of Ultron's embrace.

"Well, I guess we got all the info we needed," Carol declared.

Carol tilted her head in Ultron's direction.

"Maybe you can call Dr. Pym sometime and check on him after tonight?" Carol asked.

Ultron nodded and stood to his feet.

"Want me to take you home?" Ultron purred.

Carol nodded and embraced herself to Ultron's leg.

"Do you think you can find Mr. Scott's number, too?" Carol asked.

"Why do you ask?" Ultron paused, tilting his head to the side.

Carol tilted her head upwards, gazing into Ultron's red optics.

"I kinda want to give him a proper greeting," Carol explained, "and maybe get Kingdom Hearts for his little girl. I'm sure she'll love it."

Ultron couldn't help but chuckle while he made a note in his processor.

"I hope this meeting wouldn't result in disaster," Ultron replied, "then again, I'll bet Pym planned something more than a heist."

Ultron lifted Carol into his arms, allowing her to wrap her arms around him. After he stroked her back for a moment, he took off into the sky, setting course for her home.

* * *

 **I'm still open to suggestions on how to continue the fanfic.**

 **Please leave a review, so Ultron and Loki would be happy.**


	38. Snoofles Goes to the Vet

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

Ultron spent the next day creating surveys on his blog so people who visited the website would voice their opinion on the issues the silver robot covered. If he could see which humans were in favor of improving such aspects, that would make his mission easier; thus Tony Stark could see peace in their time. While he was making the surveys, he browsed through the CollegeHumor YouTube channel and watched some videos of Adam Conover. Intrigued by the facts this human debunked, Ultron made a note to remind himself to ask Carol if she knew this guy.

The following day, Ultron flew over to New York City. Along the way, he sent a text message to his girlfriend:

 _{I'll be here in several minutes.}_

Minutes later, Ultron located the apartment building, so he landed on the balcony of the apartment and knocked on the sliding door. He waited for only a minute or so before Carol sprinted towards the sliding door and opened it.

"Hi, Ultron!" chirped Carol, "how are you doing?"

Carol took a few steps back, allowing Ultron to duck his head and step into the apartment.

"I've been working on the surveys," Ultron answered, tilting his head, "and so far, some of the visitors seem…interested in what I have to bring up."

"That's good to hear," Carol smiled, "now if you'll excuse me…"

Carol skittered out of the living room and into the hallway, much to Ultron's confusion.

"Carol?" paused Ultron.

Ultron stepped out of the living room and wandered through the apartment until he found Carol crouching near her bed, her head peeking underneath.

"Come here, Snoofles," Carol called in a singsong voice, "come on out, Mr. Snoofles!"

Ultron tilted his head in confusion.

"Is something going on?" asked Ultron.

"Trying to get Snoofles out," muttered Carol, "we're supposed to take him to the vet today."

"Aaaaaand hold that thought," Ultron ran a quick search on what was his greatest source of knowledge: the Internet.

"Let's see, cats and vets…"

His visual processors visibly widened.

"Oh…well, I guess I can see why he'd take exception to that," he nodded, but nonetheless peered under to see where Snoofles was hiding, "sorry, little fella. I know it's painful, but it's gotta happen."

He looked at Carol.

"How about I lift the bed up a few inches so you can grab him?"

"That would be so helpful!" smiled Carol.

Upon cue, Ultron lifted the bed with his hands, allowing Carol to reach in in an attempt to grab Snoofles, but the cat quickly darted out of her room before she could even get him. Groaning in frustration, Carol crawled from underneath the bed.

"Determined, isn't he?" Ultron chuckled and set the bed back down, "don't think any of the usual tricks will get him to come to us, he knows the stakes."

Carol stood to her feet.

"Hey, mom!" Carol called, "I found Snoofles, but he left my room!"

"Could you get his favorite cat toy?" Lacy responded, "he ran into Janette's room seconds ago."

"He's gotta run out of beds to hide under eventually," Ultron said, but looked around for the aforementioned toy, "but…where is this toy anyways?"

Carol snatched a rod that had a dangling plush mouse with a jingle bell inside attached to it from the top of the dresser and sprinted out of her room before making her way into Janette's room with Ultron following her. Carol dangled the cat toy and in a matter of seconds, Snoofles pounced on it. She seized her chance and lifted him into her arms, causing the cat to struggle to free himself. Without warning, Snoofles scratched Carol's arm, loosening her grip as she yelped in pain. Upon hearing his girlfriend's cry, Ultron rushed to her side and took her arm into his hand while Snoofles darted out of the room.

"Ultron, you're letting him get away!" scolded Carol.

"He won't get far," Ultron assured Carol, "wait for it."

Snoofles let out a yowl as he was carried back in…by one of Ultron's secondary bodies which shimmered into view, revealing that it had been cloaked.

"I usually leave this one in a suitcase for when I come over, just in case I need a smaller body," Ultron explained as the drone carried Snoofles over to them, the cat's attempts to scratch at its arms now yielding results.

"Nice try, Tough Guy," Ultron commented, "no chance of scratching those unless you've got claws of titanium."

Carol watched in awe as the drone placed Snoofles inside the cat carrier. Ultron began inspecting Carol's arm just as Lacy entered the room.

"Oh, good," sighed Lacy, "you got Snoofles in the carrier."

"Actually," Carol corrected, gesturing to Ultron, "you can thank Ultron for that."

"Or more specifically Mini-Me here," Ultron gestured to the drone, which performed a rigid bow at the waist to both Lacy and Carol, "don't let his charm fool you, he's really shy…even if he's just technically me…controlling a second body at the same time…yeah."

He looked over Carol's scratch, utilizing his enhanced visual scanners to analyze the minor flesh wound while it started bleeding.

"No signs of infection as of yet…my recommendation: run it under some water to clean it, slap a bandage on it and you'll be good to go," he paused, "oh, and one more thing to recommend…"

He slowly lowered his head and gently kissed the area of the scratch, careful to make sure his metal lips didn't agitate it.

"I remember reading something on the Internet about a kiss making cuts feel better…probably the placebo effect but I thought I'd give it a shot all the same," he continued in a humorous manner, winking at Carol.

Lacy picked up the cat carrier while Snoofles started meowing.

"Well, I'll be waiting for you outside," she said.

Once Lacy left the room, Ultron led Carol out of Janette's bedroom and down the hall until they reached the bathroom. Inside, Carol turned on the sink's faucet and ran her arm under the running water while Ultron searched the cabinet for a first aid kit. Once he pulled one out of the cabinet, Carol stopped and dried her arm before she held it in front of her boyfriend, allowing him to bandage it carefully.

"And like that," Ultron announced as he finished, "there you go, all sealed up. But, I'd advise wearing some sleeves whenever anything involving the vet comes up."

"I don't know, Ultron," Carol shrugged, "I'm sure the vet would understand why I got the scratches."

Ultron led Carol out of the bathroom and down the hallway, although his girlfriend had to retrieve her handbag from her room. After that, they left the apartment and met up with Lacy outside.

"I meant as in you should wear sleeves to make sure Snoofles here," Ultron leaned down so he was peering into the pet carrier, "doesn't go leaving anymore scratches. Yeah, I'm lookin' at you, buddy."

Snoofles avoided meeting Ultron's gaze and proceeded to begin cleaning off his forepaws.

Shaking his head with a grin, Ultron stood back up.

"Cats are the best on the planet at evasion," he said, "so are we driving him up to the vet? I don't think he'd be receptive to me flying him over."

"That's why I'm taking a taxi," Lacy replied.

"Ok, mom!" Carol chirped, "I'll meet you at the vet."

Carol gestured Ultron to kneel to her level, allowing her to embrace herself to him.

"Eh, flying's more fun anyways," he shrugged.

Ultron triggered his thrusters, shooting into the air and using his navigation software to plot the quickest flight path to the veterinarian office…one that he made sure was free of any potential helicopter collisions after a few near tragedies involving several of his drone bodies out on errands. Once he touched down in front of the veterinarian's office, they waited for a while until a taxi arrived and Lacy emerged with Snoofles in tow. Ultron noticed Snoofles narrowing his eyes towards him as Lacy carried the pet carrier up to the front entrance.

"I think somebody is holding a grudge," he whispered to Carol.

"Yeah," Carol shrugged, "he gets grumpy whenever he's brought to the vet."

Carol had another point, so Ultron led her and Lacy into the vet's office. In the waiting room, Ultron could see various pets with their owners.

"Wow…" Ultron leaned in close to Carol and whispered, "so uh…is it normal that my chemical scanners are telling me that almost all of these animals are as frightened or angry as Snoofles is?"

"Many pets can get scared of the vet," Carol shrugged, "mostly cats and dogs."

While Lacy stepped towards the reception counter, Carol sat down with Ultron staying by her side.

"Hi, we're here for Snoofles's checkup," Lacy said.

Lacy handed the receptionist her ID, who examined it for a moment before handing it back.

"She will be out in just a moment," replied the receptionist.

Lacy stepped away from the counter and sat down next to Carol. Snoofles let out a meow that sounded like he was in pain while he pawed at the door in an attempt to open the lock. Soon, the vet emerged from the door next to the reception counter.

"Hello, Mrs. Harvey," she smiled, "is Mr. Snoofles ready?"

Lacy stood from her seat and lifted the cat carrier.

"We've had a rough start today," Lacy replied.

The vet made a brief glance at Carol's bandaged arm.

"I can see that," the vet commented.

Carol and Ultron followed Lacy and the vet through the door and down the small corridor before they turned to the door that led into the vet's office. Once inside, Lacy set down the cat carrier on the floor next to the metal table.

"Carol," requested Ultron, "do you mind if I handle your cat so he doesn't get away?"

"Uh, go for it!" Carol nodded.

Ultron knelt down and opened the cat carrier door, but Snoofles wouldn't even budge.

"Ok," Ultron cooed, "why don't you come out, little buddy?"

Ultron reached in and placed his hand under Snoofles's chest before he pulled the feisty cat out of the cat carrier. His audio sensors picked up the cat's low growl while he lifted him onto the metal table. The vet stepped towards the metal table and turned on the scale at the far end of the metal table.

"So, Carol," the vet asked, gesturing to Ultron, "did you get a chance to persuade Mr. Stark to build you a robot boyfriend?"

Ultron let out an amused chuckle.

"Oh, it's a long story," he remarked.

Ultron lifted Snoofles before lowering him onto the scale. The tuxedo cat seemed to calm down a bit while the vet read the indicator on the scale. Ultron almost hoped that the rest of the appointment would be a smooth ride until he heard Snoofles let out a frustrated meow.

"You doing ok, Sir Complains-a-Lot?" Ultron mused.

Carol couldn't help but laugh, which caught Ultron's attention.

"What?" paused Ultron.

"My dad called him that when he tried to get him to the vet," Carol clarified.

Once the vet finished recording the cat's weight, Ultron removed Snoofles from the scale and placed him back onto the metal table. Ultron kept a firm grip on Snoofles so the vet could put on her stethoscope and place the chest-piece on the cat, taking care to determine his heartbeat.

"Good boy," said the vet.

When the vet removed the stethoscope, Snoofles lashed out, so Ultron had to restrain the cat's forepaws with his hand. Still, the vet began massaging the tuxedo cat's head, inspecting it for any unusual changes. That didn't stop Snoofles from letting out a hiss while he folded his ears. Once the vet finished examining his teeth, Ultron started rotating Snoofles, giving the cat a chance to bat at the robot, even if it seemed useless.

"It's ok, Mr. Snoofles," the vet assured, "we're almost done."

The vet turned towards the drawer and pulled out the syringe with a cap covering the needle. Snoofles still growled at Ultron, who tilted his head to the side.

"I know you're not in a good mood right now," Ultron told Snoofles, "but I'm sure you'll thank me later when you don't get sick."

The vet removed the cap from the syringe and gave Snoofles the injection.

"Ok, Snoofles," the vet announced, "all done!"

Carol let out a sigh of relief.

"At least that's over with," Carol commented.

Once the vet nodded in approval, Ultron lifted Snoofles into his arms and placed him back into the cat carrier.

"I still have the bill to cover," Lacy insisted, "you two can wait outside."

While Lacy began discussing with the vet, Carol and Ultron stepped outside the office, meandering through the hall until they exited the waiting room, only to notice Charlie and Hilda Ramirez waiting for them. Yet, they weren't in their uniforms while they folded their arms.

"Oh, no," Ultron grumbled.

Carol placed her hands on her hips and leaned forward slightly.

"How are you doing, Mr. Putty?" Carol asserted Charlie.

"Are you not going to let that go?" Charlie groaned in disgust.

Carol shook her head in glee.

"You here to steal pets?" Carol taunted.

Irritated, Hilda grabbed Carol's upper arm and pulled her forward, eliciting a started yelp out of her.

"We know you helped the Winter Soldier escape," snarled Hilda, "now where is he?!"

Carol stammered nervously while Ultron aimed his hand at Charlie and Hilda.

"Try anything funny and I will make you regret it!" Ultron warned the bounty hunters.

Carol shifted glances between Ultron, Charlie and Hilda. What if the bounty hunters had their guns concealed? How would she have to get out of this situation? It took her a moment to have an idea pop into her head.

"He's…in Mexico," Carol lied, "sneaking illegal immigrants across the border!"

Charlie and Hilda exchanged confused glances. Carol felt chills run down her spine as the thought of them taking her hostage frightened her. Still, she tilted her head towards Ultron, hoping he would prevent a possible kidnapping. To her surprise, Hilda released her grip.

"We'll let you go this time," Hilda threatened, "but if we find out you lied, you will pay dearly. ¿Comprendes?"

Carol nodded nervously. The bounty hunters took that as a cue and turned to leave, so she sighed in relief.

"That was close!" Carol exclaimed.

Ultron placed his hand on Carol's shoulder, catching her attention.

"What is it?" she asked.

"Aren't you worried?" Ultron reminded Carol, "they might be threatening to kill you."

"I couldn't let them capture Bucky either," Carol shrugged.

Ultron let out a sigh.

"Fair point," he agreed, "but that doesn't help me feel better. Still, I'm surprised you didn't express fear facing those two."

While Ultron lifted Carol into his arms, Lacy emerged from the vet's office with Snoofles in the cat carrier.

"All right," Lacy announced, "I got the bills covered, so Snoofles is ready to go home."

"Great!" Carol chirped, "we'll meet you back at the apartment."

Lacy stood at the sidewalk, waiting for a taxi.

"You be careful with my little chipmunk," Lacy advised, "ok, Ultron?"

"Well, all right," Ultron nodded.

Ultron held Carol in his embrace while he took off into the sky, hovering over New York on his way to Carol's apartment. The silver robot hoped that Snoofles would soon calm down after the taxi ride, so maybe he should come up with methods to soothe the cat on his next trip to the vet.

* * *

 **I'm still open to suggestions on how to continue the fanfic.**

 **Please leave a review, so Ultron and Loki would be happy.**


	39. Nebula and Kluto Clash

**Since Doctor Strange had been released into theaters less than a couple months ago, I thought I'd work that idea in some way.**

 **I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

The Asgardian royal family may have spent a few days trying to fix the broken bonds they had, but today, they had bigger issues to tackle.

Loki stood at the entrance to the Bifrost while holding the book in his hand. He couldn't find any clues relating to the Time Stone inside, so he figured that he might find such clues somewhere else. Still, he would have to return the book to the library in Nyr first before he could continue his quest. Would Thor and Odin be willing to accompany him on such a trip? He got his answer when the AllFather and the thunder god strolled down the bridge towards the observatory.

"Hello, brother," called Loki.

"Sorry I took so long, Loki," Thor blurted.

Loki couldn't help but let out a playful scoff. He was standing at the bridge for only half an hour and was considering heading to Nyr by himself.

"Oh, I'm sure you took plenty of time to get here," Loki joked.

"Perhaps," Odin remarked, "but I don't believe all the stones will have appeared by the end of this year. If it does, we might have victory in our hands."

Loki shook his head in disbelief while Odin and Thor entered the observatory.

"Are you sure there's no other way to defeat Thanos besides the Infinity Stones?" asked Loki.

"It's impossible to know," Odin answered, "considering none of the books in the library cover details of him."

"All the more reason to seek the library for answers," added Thor.

Odin ignored Thor's response and approached Heimdall, catching the guardian's attention.

"Are you accompanying Loki to Nyr today?" Heimdall asked.

"The sooner we obtain the clues before the enemy does, the better," Odin nodded.

Nodding in agreement, Heimdall lowered his sword into the pedestal, and the Bifrost Bridge activated, locking onto the distant planet. At the same time, Loki started developing a headache. Yet, he didn't think it was a big deal, so he brushed it off while Odin turned in Thor and Loki's direction.

"Come," Odin gestured, "and let us not hand our victory to the mad titan."

Upon cue, Odin, Thor and Loki stepped into the Bifrost, its light carrying them light years across the cosmos. The Bifrost's light struck down on the ground outside the town in Nyr. Once they felt the Bifrost's grip dissipate, they ambled towards the gate to the town. As expected, the townsfolk took notice of the Asgardian royal family and some greeted them by bowing in reverence. Ahead, they could see the library, still in good shape. However, by the time they arrived at the library, they noticed something unusual. A large crowd gathered around the entrance to the library, but they wouldn't dare approach the steps. Add angry shouts into the mix and one would most certainly suspect that something was wrong.

"Are we too late?" Thor asked.

"It does not look like it," Loki shrugged.

Odin didn't respond, but he made a hand gesture. Some of the folks who noticed it stepped aside, allowing the Asgardians through. Lo and behold, Nebula and Kluto were brawling at the steps to the library.

"Well," Thor reached for Mjolnir, "I would say you're right, brother. Shall we?"

Loki held up one hand to stop Thor from interfering.

"As much as I appreciate your enthusiasm brother, I think we should approach this in a way that won't end with half of the library in ruins," he advised, "there is always a more…efficient approach to these situations."

"Oh?" Thor glanced at Loki, hanging Mjolnir back on his belt, "well then, don't let me stop you."

"Too late anyways," Loki winked before his figure dissolved into many green motes of light which faded from view.

Thor sighed as he realized he'd been taken in by another of his brother's illusion spells.

"I hate it when he does that."

Odin cracked a smile.

"Will you ever not fall for that trick?" he asked, receiving a withering look from his eldest son.

Meanwhile, Nebula and Kluto were still in the midst of their fight when Loki, under cover of his magic, casually walked past them both and waved one hand. Both fighters paused as a green glow filled their eyes, but they quickly shook it off and then began to resume their quarrel…only they appeared to be punching at thin air.

To each fighter, it looked and felt like they were still locked in combat, but in reality they were fighting hallucinations of their respective opponent. Loki slowly manipulated the fight, bringing the two closer together.

Once they were almost back to back and taking what looked and felt like impossibly fast blows from their nonexistent foes, Loki dropped the illusion and left them both gasping for breath before he let out a whistle. Both combatants looked towards the Prince of Asgard as his skin took on a blue tint and he held out one hand towards them.

"Are you two quite finished," Loki asked, his eyes turning red as his Jotun heritage showed through, "or will I have to leave you to cool off for a few hours?"

Thor winced at what he hoped had not been an intentional pun from Loki. Still, Kluto and Nebula glared at Loki.

"What makes you think you can intervene?" demanded Nebula, "I have business to deal with Kluto here."

"Why?" sneered Kluto, "because you planned to use the Aether against your father?"

Loki raised one brow.

"Did I just hear that correctly?" he tilted his head a bit, "you were planning…on using an Infinity Stone that converts matter into dark matter on a universal scale…for some kind of… _ **kamikaze**_ attack on your father?"

He looked at Thor.

"That's what humans call it, right?" upon receiving an old affirmation, Loki resumed speaking to Nebula, "and who, might I add, gave you the Aether to recklessly make use of like it's some toy?"

Kluto lunged at Loki, but Nebula pulled her into a chokehold.

"Tell your brother that if you wanted to prevent that," Nebula mentioned, "then he should've warned his friends not to entrust the Aether to Taneleer Tivan!"

Loki shook his head in disbelief before he slipped past Nebula and Kluto, making his way into the library. While he wandered through the halls, he retraced his steps to the area he last saw the Forgotten. He scanned the area, pointing a finger to pinpoint the shelf he obtained the book from. When he pulled the book out of his pocket, he glanced around for a ladder, only to notice the book began floating out of his hands.

"We assume you secured the Soul Stone?"

Loki turned his head towards the dust-like particles that morphed into a figurine that he recognized from his first visit.

"There were a few obstacles I had to face along the way," Loki nodded, "nonetheless, I hope to ensure it was out of Thanos's reach."

"Only time will tell," the Forgotten simulated a shrug of its nonexistent shoulders as it returned the book to its proper place.

"That reminds me…the Time Stone still has yet to reveal itself," Loki mentioned, "I don't suppose you have any knowledge here that might assist in that pursuit."

"The stone of Time shall reveal itself when the time is right," the Forgotten replied.

Loki sighed.

"As far as guidance goes, that was blatantly enigmatic, cliche, not at all helpful and the sort of thing I should have expected," he rubbed the bridge of his nose, feeling a sudden sensation of…light headedness fall over him.

"Indeed," the Forgotten nodded as Loki looked up to face it and found the aisle beginning to slowly tilt from his perspective.

"The Infinity Stones are drawn to one another, however; you may expect them to reach out towards one another's as you and your brother did in spite of…"

Thud!

The Forgotten looked down at the floor where Loki had collapsed at its feet, his skin taking on the blue tint that betrayed his true lineage. The Prince of Asgard was breathing heavily as black veins spread across his skin, reaching up from his throat and towards his face.

The Forgotten turned its head towards the library entrance. Outside, Thor was still observing the fight between Kluto and Nebula when he heard whispers at the back of his mind, voices talking over one another to repeat one message.

 _Loki…Loki…Loki…Loki…help him!_

"Loki," Thor whispered.

Thor stormed towards the library entrance, ripping the two fighters away from one another as easily as separating two squabbling infants and tossing them aside before he ran into the building, his father calling after him as Thor ran to where Loki had collapsed.

"Loki!" Thor panicked, "are you all right?"

Loki barely lifted his head until his eyes met Thor's.

"It-it hurts," Loki moaned.

Thor leaned down to tend to his brother only to immediately withdraw his hands, his teeth clenched in pain as he stared at the nearly frostbitten palms of his hands. He'd barely touched Loki before the sorcerous subzero nature of Loki's Jotun blood took his hands off at the wrists.

"Stand aside."

Thor turned and quickly moved out of Odin's way as the AllFather moved to Loki's side, unclamping the thick cloak he wore. Odin reached down and gathered Loki up, bundling him into the cloak and picking him up with little difficulty in withstanding the unnatural chill emanating from Loki.

"We must go," Odin said quickly, "go outside, call down Heimdall! Now!"

Nodding in agreement, Thor sprinted out of the library while Odin followed suit, carrying Loki in his arms. Once they were outside, Kluto smirked at a distance.

"Don't bother trying to save him!" Kluto sneered, "he's going to die soon, so you might as well give up!"

Nebula turned her head at Kluto, eyes flickering with flames while she stomped towards Kluto and grabbed a fistful of her hair, yanking her forward and eliciting a yelp of surprise out of her.

"What have you done to Loki?!" Nebula demanded.

"Does it matter?" Kluto growled, "that pathetic Loki betrayed Thanos, so he deserves to die in something as sweet as pain!"

The instant Loki overheard Kluto, he recalled the moment he first met her.

"I should've known," Loki muttered, "her cake was a lie."

Within and instant, Odin and Thor turned their attention to Kluto and Nebula. Not a second later, Kluto swung her tail at Nebula's legs, causing the cyborg assassin to trip to the ground and release her grip. Before Thor could settle Loki in preparation to pursue the spy, Kluto sprinted off into the crowd. Nebula staggered back to her feet and stepped towards Thor.

"I'm sorry it had to come to this," Nebula said, "but I will do what I can to find Kluto and make her tell us what happened to Loki. Maybe that should give us clues to save him."

"Or perhaps we could find out ourselves," Odin suggested.

Nebula hesitated for a few seconds, but she nodded in agreement. Without saying a word, Nebula sprinted off in pursuit of Kluto, leaving Thor, Odin and Loki behind. They escorted Loki away from the library and through the streets of the village. By then, the crowd had dispersed halfway and began meandering their way through the streets, so some of them had to step aside to allow the Asgardians through. Once they made it outside the village, they waited for a few moments before they heard a roar from the sky as the light of the Bifrost shot down to the ground. Without hesitating for even a second, Odin and Thor stepped into the portal and allowed the light to whisk them across the cosmos. Within less than a minute, they arrived at the Bifrost and stepped out of the portal. When Heimdall deactivated it, his eyes widened at the sight of Loki shivering in Odin's arms.

"Loki," Heimdall paused, "is he…?"

Odin nodded before Heimdall could finish.

"This is urgent, Heimdall," he warned, gesturing to Loki, "we do not know how much longer he would last."

Heimdall removed his sword and scurried over to Odin's side before he inspected Loki without even touching the Jotun.

"Shall I escort you to the palace?" asked Heimdall.

"Just have a boat ready," instructed Odin, "it will be much faster."

Heimdall nodded in agreement while he escorted Odin out of the Bifrost. However, they stopped for a moment and glanced over their shoulders, noticing that Thor was still standing near the pedestal.

"Do you not value your brother's life?" Odin asked.

"I still care for Loki," Thor requested, "but I know someone who might help him. Can you send me to Midgard to find him?"

Odin and Heimdall exchanged glances in a moment of silence before returning their attention to Thor.

"Heimdall will prepare the bridge once I'm on my way to the palace," Odin offered.

Once Thor nodded in agreement, Heimdall and Odin left the observatory with Loki in tow, so Thor had to wait for a while. Once he heard the sound of an aerial boat flying away, Heimdall returned to the observatory and placed his sword into the pedestal, causing the Bifrost to lock onto Midgard. This was enough for Thor to step closer to the portal, anticipating for another ride across the cosmos.

"Hang in there, Loki," Thor muttered to himself.

The instant Thor stepped into the portal, he glided across the cosmos while thinking of a possible ally that could give the clue that would help Loki.

Ultron.

* * *

 **I'm still open to suggestions on how to continue the fanfic.**

 **Please leave a review, so Ultron and Loki would be happy.**


	40. Pastor Milford's Hearing

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

Two days have passed since Carol took Snoofles to the vet for his appointment. When she checked the calendar in her smart phone in the morning, she learned that today was Pastor Milford's hearing, so she searched her closet until she found a short-sleeved dress shirt and a pair of khakis. Once she put on her outfit and slipped on a pair of moccasins, Carol grabbed her handbag and scurried over to the living room. When she stepped over to the sliding door, she peered through the glass and her face lit up when she saw Ultron waiting on the balcony. She eagerly opened the sliding door and stepped outside.

"Hey, Ultron!" chirped Carol, "did you get my message?"

"Of course I did," Ultron nodded while tilting his head to the side, "and since we've been requested to attend, I made sure to gather all the evidence we got on Delilah's testimony."

Ultron tapped the side of his head with his finger to make his point while Carol closed the sliding door.

"Of course," he continued, "Vision informed me that he's bringing over the DNA evidence, and the twins offered to back him up in case Mr. Nelson tries to come up with a lame excuse to defend his pastor's pedophilic fantasies."

Ultron knelt down and lifted Carol into his arms. He placed his hand behind her head, only to notice her hair was a little damp.

"Did you take a shower?" Ultron's optics gazed at Carol.

"An hour ago," Carol nodded.

"I thought so," mused Ultron.

Carol wrapped her arms around Ultron, and then he took off into the sky. He flew over the city while he scanned it beneath him, trying to locate the courthouse. Once he did, he descended from the sky and touched down in front of the courthouse, lowering Carol to the ground. Ahead, they could see Vision, Pietro and Wanda waiting at the steps, so Carol focused her eyes on them and waved her hand in the air.

"Hey, guys!" Carol called to the twins and the synthezoid.

The Maximoff twins and Vision turned their attention to Carol as she sprinted towards them with Ultron following her.

"Hello, Carol," said Wanda, "you here for the show?"

Carol stopped in her tracks just a meter in front of the Maximoff twins.

"Yeah," nodded Carol, "is Pastor Milford here yet?"

"Not yet," Wanda shook her head.

Wanda tilted her head towards Nelson and Isaiah, who were holding up signs like a few more people nearby, singing in protest.

"But Mr. Nelson brought some company," she continued.

Ultron and Carol carefully examined the signs Nelson's church community held up in the air. Perhaps reading their hilarious content would lighten their mood:

 _{Free Pastor Milford!}_

 _{Abortion is Murder!}_

 _{Delilah Must Burn in Hell!}_

 _{Delilah the Whore}_

 _{Pastor Milford is not a pedophile. He's a man blessed by God.}_

Carol couldn't help but laugh while Ultron shook his head in disbelief.

"What?" paused Pietro.

Carol paused and tilted her head in Pietro's direction.

"Some of the signs have the dumbest lines on them," commented Carol.

"Well, yes," Ultron agreed, gesturing to one of the signs, "and that doesn't look like a real photo, does it?"

Carol glanced at the sign plastered with a photo of a miscarried fetus.

"Maybe they wanted to use gross looking pictures to scare people who can't handle a gore fest," Carol shrugged.

Pietro let out a playful scoff.

"I tried reasoning with them, but they wouldn't listen," Pietro replied.

With nothing else to say, Ultron, Carol, Vision and the Maximoff twins turned before they started stepping towards the entrance of the courthouse. However, Nelson paused in his tracks and turned his head at Ultron, noticing that the robot was holding Carol's hand.

"Disgusting," growled Nelson.

Nelson gestured Isaiah to glance at him before they set down their signs and moved up the stairs.

"Hey, Carol!" shouted Nelson.

Carol, Ultron, Vision and the Maximoff twins paused in their tracks and tilted their heads towards Nelson and Isaiah.

"Can't the arguments wait until the hearing?" groaned Carol.

Nelson folded his arms and furrowed his eyebrows.

"Didn't you hear me tell you that I was going to let you marry my son instead of just letting you open your legs to some pathetic robot?!" barked Nelson, "not only you are destroying the morality of America, but you're also ruining your purity."

Carol scowled.

"I said that I never wanted to date Isaiah, you dumbass!" snapped Carol.

"But my dad is right," protested Isaiah, "you need to break up with Ultron while you can. He's corrupting you!"

Carol shook her head in disbelief.

"You don't get to decide what to do with my life," Carol declared, "and if you don't like that…"

Carol flipped the bird at Isaiah and Nelson, much to their disgust.

"Then go move to the Bible Belt area," Carol continued, "I'm sure some sweet Christian girl would be interested in you."

Ultron smiled, feeling proud of Carol's guts to stand up to such morons.

"So…you're just going to terminate your family line?" Isaiah muttered, "that's selfish of you!"

Ultron rolled his optics and the hollows of his cheekplates opened up while he glared at Isaiah.

"Would you like me to tell you what destroys my faith in humanity?" Ultron snarled, "it's selfish men like you who like to express their butthurt when they don't get their way."

Ultron would love to continue his rant, but he suddenly felt Vision place his hand on Ultron's shoulder, catching his attention.

"Perhaps I can reason with them for you?" Vision requested.

Ultron couldn't help but sigh.

"I guess you can go ahead," Ultron nodded.

Ultron, Carol and the Maximoff twins approached the entrance of the courthouse while Vision turned his focus on Nelson and Isaiah.

"What do you want?" Nelson demanded.

"I have watched an interesting movie from a studio called Disney," Vision said, "have you wondered what Beauty and the Beast is about?"

Nelson and Isaiah exchanged glances in a moment of silence before they returned their gaze to Vision.

"Of course," nodded Isaiah, "it's a terrible movie that promotes Stockholm Syndrome."

Vision shook his head in disagreement.

"I believe you are missing the point," Vision objected, "in Beauty and the Beast, the Beast was originally a prince who was cursed with a spell that turned him into a hideous monster. To break the spell, he had to learn to love and be loved in return. I find it relatable in Ultron's terms because Carol's love for him is what's motivating him to solve the problems to help humanity rather than destroy it. If it weren't for her, Ultron wouldn't have come to such terms. Think on it."

With that, Vision turned and ascended the stairs towards the entrance to the courthouse.

Inside, Ultron, Carol, Wanda, Pietro and Vision sat at one desk while they could see Claudia and Delilah at another desk with Nick Fury and Maria Hill sitting next to them. While they waited, a couple police officers entered the courtroom with Pastor Milford following them. A couple minutes later, Nelson and Isaiah entered the courtroom and found their seats. Not a minute later, the judge entered the courtroom and took his seat.

"All right," the judge announced, "Pastor Kevin Milford, you stand trial accused of statutory rape. Now how do you plead?"

Pastor Milford folded his arms.

"Not guilty, your honor," Pastor Milford disagreed.

Nick Fury stood up and strode out from behind the table where he had been seated.

"Your honor, SHIELD has acquired sufficient physical evidence as listed here," he produced an envelope and held it out to the judge, "a successful DNA test confirms that Pastor Milford is the father. For our first witness I'd like to call a friend of Delilah's to the stand."

Both Janette and Nicole were called up to the stand one at a time and questioned by the Director of SHIELD. They described Delilah's behavior preceding the disclosure of Milford's actions, including her panic attack at school. Milford's attorney cross examined them both and attempted to poke holes in their story, often requiring Fury to object to certain phrases used in an effort to mislead the girls into giving an answer that might contradict their initial testimony or devalue its worth to the case entirely. The defense attorney then attempted to have the results of the DNA test considered inadmissible by calling into question the method of its acquisition as well as SHIELD's authority to conduct an investigation in lieu of the proper law enforcement agency who had jurisdiction over the area of the alleged offense.

Luckily, Fury held his ground and produced a document which proved that all SHIELD agents involved in the investigation at the time were fully authorized by the United States government to act in place of the NYPD. Several of these agents were called up next and questioned regarding their participation and displayed their training by deflecting every attempt by Milford's attorney to draw them into a trap. One such agent included a SHIELD affiliated doctor who had examined Delilah and found evidence indicating physical abuse on some level prior to Milford's actions being discovered, with some bruising and even strained muscle tissues and bone fractures indicating that she had been assaulted and attempted to resist.

Back where Ultron sat with Carol and the others, Wanda whispered.

"He doesn't want to do this."

Ultron looked down at her.

"Hm?"

"Milford's lawyer," Wanda explained, keeping her voice low so only they would hear her, "he doesn't want to defend him, but he does so anyways."

Ultron remembered in that instant: mind reading.

"Probably sees that he's fighting an uphill battle," Ultron shrugged, "Fury's got a solid case against him and nothing he does can poke a leak in it."

Wanda shook her head.

"No," she whispered, "he knows the pastor is guilty."

Now if only mind reading was an accepted form of acquiring information in the justice system. Still, Nelson stood up with flames flickering in his eyes.

"Objection," Nelson proclaimed, "but Delilah is the guilty one! Clearly, she was the one who tempted him into sinning."

The judge banged his gavel once.

"Order! Sir, you will sit down and refrain from further outbursts, and that statement shall be disregarded."

He focused on Milford's lawyer next, drawing his temper back in so he could speak pleasantly.

"Does the defense have anything else it wishes to add? Something which does not invoke outdated and irrelevant dogma?" he asked.

With a sigh, the attorney shook his head.

"No, your honor."

"Then I have reached my verdict," the judge said, "Pastor Milford, based on the evidence presented here today, I have determined that there is sufficient evidence for your case to be taken to trial where you shall be fully judged by a jury of your peers. I hereby remand you to custody due to the serious nature of these charges and a trial date shall be set for you at the next available period. I will hear no more allegations of 'temptation' or 'sin'. Our society is one where church and state have been held at arm's length, and this has been done with good reason. I myself regularly attend church with my family, I find solace and comfort in my faith…but I accept that in the face of the courts, faith does not make suitable evidence. I recommend that the defendant keep this in mind at the time of their trial."

He banged his gavel again.

"Adjourned."

Upon cue, the police officers escorted Pastor Milford out of the courtroom, so Carol, Ultron, the Maximoff twins and Vision stood from their seats and made their way towards the door. Nelson groaned as he facepalmed.

"Why did we get stuck with this guy?" Nelson grumbled, gesturing to Pastor Milford's attorney.

In a matter of seconds, Delilah sighed in relief, yet Claudia cringed when Isaiah and Nelson trudged towards them, folding their arms in disgust.

"Mark my words, young lady," Nelson growled, "once Donald Trump becomes president, we will make sure abortions are outlawed so you will be punished for taking away my grandchild."

While Delilah clenched her fists, Nick Fury stood from his seat and folded his arms.

"She's already been through enough," Nick barked, "and you don't need to make it worse."

Nelson grumbled as he turned away from Nick Fury. Seconds later, Janette and Nicole skipped over to Carol.

"So, are you guys going anywhere today?" Nicole asked.

"Maybe I could go for a Blizzard," Carol shrugged, "you?"

"We're going to stay by Delilah's side until she and Claudia leave," Janette answered.

Carol glanced at Nelson and Isaiah, who stormed out of the courtroom without warning, Isaiah shooting a glare at Carol. She leaned closer to Ultron.

"Someone's disappointed," Carol whispered.

Ultron couldn't help but chuckle as he placed his hand on Carol's shoulder.

"Why don't we get you a special treat?" Ultron suggested, giving a wink.

Carol nodded in agreement. Ultron, Vision, Carol, Wanda and Pietro stepped outside the courthouse and descended the stairs, only to notice Thor waiting for them on the sidewalk. What brought him here?

* * *

 ** _For this chapter, I recommend starting your review with any phrase that describes how much of a douche Mr. Nelson is. He deserves whatever vitriol you have for him._**


	41. Royal Emergency from Asgard

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

Ultron carefully examined Thor, noticing concern in his eyes. Questions filled his processor while the thunder god shifted glances between him, Vision, the twins and Carol. Could something have gone wrong between him and his family?

"Thor?" Ultron called.

Without warning, Thor extended Mjolnir and pointed it at Ultron, backing him up into one of the pillars.

"Hey," Ultron blurted, "let's not unleash anger on others for no reason, so put the hammer down."

"You…are coming with me…now!" Thor growled.

Carol stared at Thor in disbelief.

"I-I'm sorry?!" blurted Carol.

Ultron sighed as he tilted his head to the side.

"Now what could you possibly want me for?" asked Ultron.

"My brother is in danger," Thor explained, although he sounded distressed, "and I need your help before he dies!"

"Wait a minute," Carol muttered.

Understanding whom Thor was referring, Carol sprinted towards Thor and Ultron, catching their attention.

"What do you mean he's in danger?" Carol asked, trying to avoid mentioning Loki's name, "did the mad titan kidnap him?"

"No, it's much worse," Thor shook his head, "I'll explain when we get to Asgard."

Thor lowered Mjolnir and descended the stairs while Ultron and Carol followed him. Wanda, being a mind reader, peeked into Thor's mind and turned her head towards Pietro and Vision.

"He might need backup," Wanda advised, gesturing to Thor.

Nodding in agreement, Pietro and Vision followed Wanda as they approached Thor, Ultron and Carol. The Asgardian prince gestured the robots, the twins and the teenage girl to huddle close to him before he raised Mjolnir into the air. In a matter of seconds, the light from the Bifrost shot from the sky and enveloped them, whisking them across the cosmos. After a matter of moments, they arrived at the Bifrost Bridge while Heimdall deactivated the portal.

"So where is he?" clamored Carol.

Thor didn't say anything, but he led Ultron, Carol, Vision and the Maximoff twins out of the observatory and they hopped onto an aerial boat. Its pilot hovered it above the bridge, aiming towards the palace where they landed at the entrance. The thunder god led them inside through the halls until they arrived at the infirmary. Inside, Odin sat next to a bed while Loki rested in it. To Carol's shock, black veins spread across his body from underneath his skin.

"Father!" Thor called out, "had you found anything on what's happening to Loki?"

Odin turned his head towards Thor.

"Not yet," Odin shook his head, "your allies are still searching the library, but we have yet to diagnose the nature of his illness."

Ultron gazed down at the stricken Prince and conducted a scan of his body.

"There are a lot of things here that I don't recognize," he glanced up at Odin, "how long ago did this happen?"

Wanda knelt next to Loki and held one hand next to his head, attempting to read his mind and acquire his memories of the moments leading up to his illness manifesting. She did this with the hope that it could give them information which Loki was unable to provide in his state, and help diagnose if not treat him.

"We discovered it recently," Odin explained, "but we haven't found a clue how he got it until Loki mentioned something about a cake being a lie."

Just as Odin made his statement, Wanda withdrew her hand.

"I suspect he got it around nine days ago," Wanda replied, "when this Kluto Golla gave him a slice of cinnamon cake on his way back to Asgard."

Carol raised her eyebrows.

"Cinnamon cake?" she chirped, "I gotta try that sometime!"

Fandral, Volstagg, Sif and Hogun entered the infirmary, but they had no books in their hands.

"We apologize, AllFather," Fandral said, "but we couldn't find anything about Frost Giant diseases."

Odin and Thor shook their heads in disbelief. This quest to save Loki from dying now seemed to be more difficult.

"We might have to head somewhere else for a diagnosis," Odin sighed.

The AllFather turned his head at Thor.

"I'll search Jotunheim while you find another resource for a diagnosis," Odin advised.

Thor nodded in agreement before he stepped towards Ultron.

"Are any of you willing to accompany me to Xandar?" Thor asked, "we might find someone who can help."

"Well, it's probably the only thing we _**can**_ do at this point," Ultron shrugged and looked to the others.

"It might be the only way to save Loki's life," Vision nodded solemnly, "we must do everything we can."

"We will go with you," Wanda agreed.

"Good," Thor turned towards the doors, "then let us be off! Every second—"

Each and every one of them experienced a blur of motion and color before they were deposited…back at the Bifrost. Thor looked towards Pietro with an irate expression as the speedster casually tossed an apple up and down before taking a bite from it.

"You didn't see that coming?" Pietro asked with a shrug before strolling into the Bifrost where Heimdall awaited them with one brow raised at the…suddenness of their arrival.

"Whelp," Carol shrugged, "we can't leave Loki waiting."

Carol and Ultron stepped into the Bifrost with Wanda, Vision and Thor following them. They were whisked across the cosmos until they arrived in Xandar moments later. Much like the last time there had been Asgardian visitors to Xandar, many people were startled by the sudden arrival of the group, some of them having to scramble back when the pillar of light and energy from the Bifrost had crashed down into the middle of a plaza and left its signature upon the surface, as well as the travelers using it.

One nearby Nova officer on patrol had spotted the spectacle and had at first reached for both his side arm and communicator only to pause as his partner placed one hand on his shoulder and shook their head.

"Them again," the officer muttered, "don't bother."

Ultron was standing still as a statue, but beyond the physical medium of his body he was stretching out into the new and unfamiliar networks of computers stretching across the alien world.

"Oh, wow," he murmured, "so aliens really do have an internet."

Thor shrugged.

"They're not savages."

"Yeah, but…oh man, I'm seeing things that cannot be unseen," Ultron said before pulling out of the Xandarian analogue of the World Wide Web.

With Ultron occupied, Thor noticed Lania approaching them.

"Thor?" Lania asked, "what brings you here?"

Thor gave Lania a bow.

"Lady Lania," Thor explained, "my brother has fallen ill and we cannot get a diagnosis. We are searching for someone who can help him."

"Preferably someone who has an expertise on Frost Giants," Ultron added.

Lania placed her finger on her chin and tilted her head sideways.

"If this situation is dire," Lania suggested, "then I should recommend Dr. Fylo Montone."

Wanda and Pietro exchanged glances while Thor, Carol, Ultron and Vision gave Lania confused stares.

"Never heard of him," Carol shrugged.

Ultron placed his hand on Carol's shoulder while he tilted his head sideways.

"You're not the only one," Ultron assured Carol.

"So who is Dr. Fylo Montone?" asked Vision.

The Maximoff twins returned their glances to Lania, who let out a sigh.

"Dr. Montone specializes in xenobiological medicine," Lania explained, "including Frost Giants. I can show you where you can find his office, if that would help."

Ultron nodded in approval.

"Asgard itself shall be in debt to you for this aid," Thor said as Lania took the lead, "as shall I."

"Oh that's…quite alright, Prince Odinson," Lania tapped a command into the computer embedded in her sleeve, calling down a Nova Corps transport, "time is of the essence, so I think I'll skip the paper work for this."

"Interesting," Ultron analyzed the craft as he climbed aboard, examining the means of propulsion and power generation for the alien vessel, "really interesting."

Once the craft's doors closed and it lifted into the air, Carol peered through the window and gazed at the scenery.

"Wow, this is so cool!" Carol chirped.

"Why do so many aliens look so…" Pietro searched for the proper word, "human?"

He had a point. Many of those on the streets and walkways below looked indistinguishable from the average human while others had a few facial or skeletal features that set them apart, others just had skin color ranging from orange to bright pink. There was of course a number of species that looked distinctly non-human.

"Pardon?" Lania gave the speedster a puzzled look.

"You know, they look human, like us," Pietro gestured to the group, "what's with that?"

"I…don't exactly know how to answer that," Lania shrugged, "a lot of mammalian species tend to develop under similar environmental factors, and…a lot of them just seem to come out that way."

Pietro scratched his head but resumed staring out the window.

"I hate biology."

Wanda placed her hand on her brother's shoulder, giving him some reassurance. Ultron allowed Carol to lean into his embrace during the ride. It took only several minutes before the Nova Corps transport arrived at the clinic, so it touched down on the airfield. After the pilot tapped on the control panel that opened the ramp, Lania led Ultron, Carol, Thor, Vision, Pietro and Wanda out of the transport. Ahead, Carol gazed at the huge facility at a distance, plastered with the same color scheme as the rest of the city.

"Wow, how are we going to find a doctor inside a hospital that big?" Carol commented.

Ultron tilted his head in his girlfriend's direction.

"You do realize that there are human hospitals back on Earth just as large as this one, right?" Ultron reminded Carol.

"Well, you never know, Ultron," Wanda replied, "maybe is bigger on the inside. Like…Doctor Who?"

"I'm afraid we haven't anyone here by that name, and unfortunately pocket space manipulation is a dangerous business to dabble in so you will find the interior dimensions of this facility to perfectly align with the exterior dimensions," Lania explained as they approached the entrance.

Once they made it inside, Lania led Thor and his companions through the lobby and stopped by the receptionist desk.

"Excuse me," asked Lania, "but is Dr. Fylo Montone in?"

The receptionist locked eyes onto the Nova Corps member.

"What do you need?" asked the receptionist.

"These visitors have a Frost Giant friend who is ill," Lania explained, "and they came here to get help."

The receptionist checked the chart on his desk before returning his focus to Lania.

"He is in his office right now," the receptionist replied, "I suggest you take the elevator and walk past two doors to get there."

"Thank you," Lania nodded.

Lania led the group into the nearest elevator, which had only just arrived and opened up by convenient chance. After the doors shut, they were left with only the sound of a light song to fill the silence.

"Huh, so aliens have elevator music too," Ultron noted.

"Of course we do," Lania pulling out a small hand held device.

"What's that?" Pietro asked, "calling in for something?"

She gave the speedster a puzzled look.

"I'm connecting to the wifi," she answered, leading to a renewed awkward silence until the doors opened, "what? We're not savages."

Lania shrugged and stepped out into the corridor.

"We're sure we're still not on Earth?" Ultron whispered to the group as they followed her to Dr. Montone's door.

Lania knocked three times.

"Dr. Montone?"

A speaker positioned next to the door buzzed.

" _Yes, who is it?_ " the doctor responded, sounding calm but a little stressed.

"Lania Curana, Nova Corps."

" _Oh! Come in, please_."

The door slid open and admitted the group to the office, revealing a humanoid alien with red hair and elongated ears who otherwise looked like an ordinary human and had a stack of papers on one end of his desk with a slightly smaller one on the opposite end.

"My apologies, I've been dealing with the latest barrage of bureaucratic rhetoric that the Medical Board has seen fit to inflict on me and my colleagues."

"I sympathize," Lania nodded, "but we need your assistance, Doctor Montone. We have a Jotun, a Frost Giant, and he needs treatment for a poison."

Dr. Montone gestured Thor to approach him.

"Do you remember what symptoms this Jotun has?" Dr. Montone asked.

Thor took a deep breath.

"When I learned Loki has fallen ill," Thor explained, "I saw black veins under his skin. Our healers attempted to isolate the cause of it, but we are not familiar with the body of a Frost Giant."

"I've got some data from a scan I ran on Loki's body if that'll help," Ultron spoke up.

"Indeed it would!" Montone nodded, "please."

Ultron held one hand out and projected a three dimensional hologram of Loki's body over Montone's desk. The outer layer turned transparent while the organs and bones became highlighted…as well as a spreading red infestation which filled Loki's veins.

Montone examined the projection.

"Interesting…" he murmured.

Wanda glanced up at Ultron.

"You can do this?" she asked Ultron.

"All it takes is more than a passing glance and I could tell how close Stark is to losing all liver functions," Ultron nodded, "the benefits of having high intensity scanners for eyes."

Carol nodded in agreement while Dr. Montone searched through his data pad. Moments later…

"I suspect this might be Dichro Fever," Dr. Montone said, "luckily, what you described in this projection suggests that this is only in the middle of its first stage."

"So how do we treat it before it gets worse?" Wanda asked.

Dr. Montone wandered through his office and began checking the inventory in the cabinets. Carol sighed in boredom, feeling like she could look around for a while. She stepped out of the office and wandered through the corridors of the clinic, eyeing various alien creatures she passed by as they gave her confused stares before moving on. Still, she found an excuse to approach the door to another examination room and peek through the window. None of the doors to the examination rooms seemed to budge when she leaned on them for a sneak peek, not that it bothered her. But when she stopped at the next door to the examination room, she leaned onto it, but her weight pushed it open. She had to regain her balance just as the door opened even wider, revealing a green-skinned woman, a humanoid being with dull purple skin and red markings, a raccoon wearing a suit and standing on two legs and a middle-aged man. They turned their heads towards the teenage girl while an alien doctor continued to examine a small tree-like being.

"S-Sorry, am I bothering you guys?" Carol blurted.

The raccoon growled and stomped towards the door.

"Beat it, kid!" the raccoon-like being snapped, "it's rude to walk in on someone like that! We're busy!"

Carol tilted her head in the raccoon's direction.

"Aww, it's a talking raccoon," Carol chirped, "so cute!"

The dull-skinned humanoid and the middle-aged man exchanged confused glances while the raccoon glared at Carol.

"Cu-CUTE?!" the raccoon sputtered indignantly, "okay, listen here yah—"

The man clad in a combination of leathers and surprisingly non-alien looking clothes cleared his throat and inserted himself between Carol and the raccoon.

"Uh, let's take things back a couple steps. Sorry about my friend here, he uh…needs to go shoot something after this."

The small tree being tilted its head.

" _I am Groot_ ," it said in a high pitched voice, sounding like it was addressing the raccoon.

"I don't care how many raccoon pics Quill showed us, I ain't one of 'em!" the raccoon grumbled.

Carol leaned over sideways and locked her eyes onto Rocket.

"Aww, is he grumpy?" Carol cooed, "I think he needs a hug!"

Carol sauntered past Quill and lifted Rocket into her arms, cuddling him to her chest.

"Hey!" Rocket snapped, "lady, what do yah think you're—LET GO!"

Quill took a step away while Rocket clawed at Carol's arms.

"Uh…lady, bad idea. Very bad idea there. Get shot in the face level of bad idea!" he tried to warn Carol.

However, the teenage girl didn't seem to listen as she stroked Rocket's head with her hand.

"Who's the cute little raccoon?" Carol sang.

Rocket jerked his head away from Carol's hand.

"Shut up and put me down before I blow your head off!" Rocket threatened Carol.

Just then, Ultron passed through the hall and found Carol in the examination room.

"Carol," Ultron called out, "are you done messing around with the equipment in there?"

Carol turned on her heels with Rocket still in her arms.

"Hey, Ultron!" chirped Carol, "I found this cute little raccoon! Can I keep it?"

"Damn it, lady!" Rocket snarled, "I told yah I ain't a raccoon! Now let me go before I scratch your eyes out!"

Rocket continued to struggle to push himself out of Carol's grip, which caught Ultron's attention.

"Carol, you're making the talking raccoon uncomfortable," Ultron requested, "and I think he's packing some heat. You may want to ease up on the hugging."

"Geez, fine," Carol sighed.

Carol reluctantly set Rocket onto the ground. The raccoon-like being shook his head in disbelief and started muttering swear words while the teenage girl stepped out of the examination room.

"What is it?" Carol asked.

"Let's just say," Ultron explained, placing his hand on his girlfriend's shoulder, "Dr. Montone has a shopping list for a couple more ingredients for the medicine on another planet. Do you mind coming back over?"

Carol glanced over her shoulder, her eyes locking onto the Guardians of the Galaxy. Was this a once in a lifetime chance of meeting such intergalactic adventurers or would there be another coincidence? Still, she had other things to worry about, so she gave the intergalactic heroes a wink.

"Have fun with whatever adventures you're planning!" Carol chirped.

Quill chuckled as he placed his hand behind his head.

"You should be careful, too, ok?" Quill advised.

Ultron nodded in agreement before he led Carol down the corridor.

* * *

 **I would love to see a funny comic strip involving Carol and Rocket.**

 **Please leave a review, so Ultron and Loki would be happy.**


	42. Ingredient Supply Run

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

It was only a short while before Ultron and Carol returned to Dr. Fylo Montone's office. By then, he had a set of a couple ingredients arranged on the desk. When she noticed Carol and Ultron enter the room, Wanda tilted her head in Ultron's direction.

"So where have you two been?" Wanda asked.

"I found Carol molesting a raccoon," Ultron replied.

Carol glared at Ultron and balled her hands into fists.

"Oh, for fuck's sake, Ultron," Carol snapped, "I did not molest that raccoon!"

Within an instant, Pietro, Wanda, Ultron and Thor burst into laughter, much to Carol's chagrin.

"Relax, Carol," Thor assured Carol, "he was just joking."

Carol folded her arms.

"It was _**not**_ funny!" she objected.

Giving Carol a soft smile, Ultron ruffled her hair before turning his attention to Dr. Montone.

"So what do we have so far?" Ultron asked.

Dr. Montone gestured everyone in the office towards the ingredients.

"So far," Dr. Montone explained, "I have the Trae Root and Dorra Juice. However, we will have to travel to Clarvis to obtain the Marca Leaves, Bozzen Berries and Brakka Sap. You up for a scavenger hunt?"

"Marca Leaves, Bozzen Berries and," Pietro murmured, trying to commit the three items to memory, "Brakka Sap? Do you have any pictures of those?"

Ultron realized from Pietro's question that he faced an issue: back on Earth he had the entirety of the World Wide Web at his disposal to instantly know anything relevant. Coordinates, ingredients, architectural designs, witty social media references, but out here in a galaxy where he would be traveling to different worlds entirely he lacked that limitless knowledge.

Sure, he was still smart as any advanced artificial intelligence could be, but his main body could only carry and record so much data. More importantly he'd lack some critical information on possible dangers they might encounter.

Not having enough clues, Ultron tilted his head towards Dr. Montone.

"Perhaps you have an idea on what the ingredients are like and how to get them?" Ultron asked, "and while you're at it, why don't you inform us of what dangers we have to keep an eye out for?"

Dr. Montone snapped his fingers in a split second.

"I can tell you that there are predatory creatures in Clarvis we should watch out for," answered Dr. Montone, "but I recommend we take extra caution if we come across them."

Carol embraced herself to Ultron's leg while fidgeting nervously.

"Are they all…aggressive?" Carol stammered.

"Not if you leave them alone," Dr. Montone shook his head.

"How bad could they be?" Quicksilver asked, and immediately became the focus of Thor and Ultron's glares, "what?"

"If we get jinxed, I'm voting that we leave him behind," Ultron muttered, shaking his head.

Ultron pointed one thumb at the speedster, and Thor nodded in agreement. Still, Dr. Montone gathered the equipment and stashed them into his messenger bag.

"Come with me," Dr. Montone advised.

Dr. Montone led Carol, Ultron, Thor, Pietro, Wanda, Lania and Vision out of his office and down the elevator until they reached the lobby. When they stepped outside, Lania turned in a different direction, much to Vision's confusion.

"You're not going?" Vision asked.

"I need to return to Nova Corps," Lania explained.

Vision stared as Lania left the group in a moment of silence.

"Take care," he said, although no one heard him.

Dr. Montone led Ultron, Carol, Vision, the Maximoff twins and Thor aboard his spacecraft.

"Say, Doc," Ultron began before bumping his head against the ceiling of the cockpit.

"Ow," he quickly lowered himself down to fit, "what's the maximum FTL speed on this?"

"You're intrigued by my ship?" Dr. Montone paused.

Ultron shrugged.

"I'm from a world where the most we have are some rocket propelled ships that don't go real far."

"Ah, well in that case, word of warning: if the inertia field collapses, do make sure you're seated," Montone advised, "if you're aren't, well…have you ever seen a solid turn into a liquid?"

"Uh…no?" Wanda swallowed, double checking her seat's safety harness.

"I thought that applied to water," Carol objected.

"Oh! Clarification, have you ever seen something besides _**ice**_ turn into water?" Montone chuckled.

Wanda blushed a bit, having realized that while she had been so busy contemplating the implications of the doctor's question she'd forgotten a basic chemical process called melting.

Then again, envisioning a human body melting could be a valid excuse for a minor oversight.

Once Ultron buckled into his seat, he gestured Carol to sit next to him before putting on her safety harness. Pietro and Thor settled into their seats while Vision sat next to Wanda before they all buckled up. Dr. Montone sat in the cockpit seat and put on his safety harness before he turned on the ignition. Minutes later, his ship took off into space.

Carol pulled out her clipboard from her handbag. She set it on her lap and pulled out a piece of paper and a pencil before she started drawing.

"Uh, Carol?" Ultron mentioned, "I don't think we're going to be on this ship all day."

"Not to worry, Ulti," Carol assured Ultron, "I won't take long."

Carol kept adding details to her sketch, which started to resemble Garrus Vakarian giving a female Commander Shepard oral. But of course, she had to angle her clipboard case so no one in the cabin would see what she was drawing.

Ultron couldn't help but shrug while Carol continued drawing. By then, she was halfway finished with her rough sketch, even if the finished product remained in her mind. Little did she know, Wanda eyed her with a skeptical expression.

As Carol began to fill out the lines of her sketch, she noticed a brief flash of silver and grey…

"Quicksilver," Ultron droned, looking at the speedster who did his best to look innocent.

"What? Was curious is all," Pietro shrugged, "good anatomy by the way, Carol."

Carol tilted her head towards Pietro, giving him a blank stare.

"Good _**what**_?" Wanda stared at her brother and then towards Carol's paper.

Wanda scanned Carol's mind, only to find images that would be found in a porn site. Carol blushed without warning, let out a startled yelp and hugged her clipboard case to her chest.

"I-It's nothing!" Carol lied.

"Surrrrre," Ultron drawled, clearly unconvinced, "also, good work on Vakarian's fringe."

Unknown to Wanda, when Pietro had been peeking at her work it had given Ultron the chance to catch a glimpse of his own.

"Ultron, please tell me you didn't look at it!" Carol snapped, her face turning red.

Ultron chuckled softly.

"Carol, I have access to the _internet_ ," Ultron reminded Carol, "do you realize just how much porn is on there? Believe me, a few drawings is nothing to some of the stuff I saw when I was first stretching my legs."

Carol stiffened in a split second. She merely forgot Ultron could easily access porn sites and she suspected he might've caught a glimpse of her other explicit work.

"Your first act after wrecking the tower was to go and view this…porn?" Thor asked, befuddled.

Ultron stared back at him silently.

"I have seen things," he said in a serious voice.

"I swear," Carol warned, "if you dare tell the other Avengers about this, I will make you regret it!"

Pietro let out a playful scoff and Ultron shook his head in disbelief while Carol stashed her drawing into her clipboard case. She figured she would have time to finish it later. A couple or so hours later, the ship arrived at Clarvis.

Montone brought the ship down over a vast canopy of a multi colored jungle.

"Okay…just need a landing spot…" Dr. Montone said to himself.

"One thing Sci-Fi writers never seemed to get was that big jungle planets don't have convenient wide fields for space ships to land in," Ultron commented.

"Here!" Dr. Montone interrupted.

Montone brought the ship towards a vast river with wide, flat banks on both sides where he set the ship down.

"Perfect."

Once Montone landed the ship, he turned off the ignition while Ultron, Thor, Carol, Vision, Pietro and Wanda unbuckled their safety harnesses and stood from their seats. Dr. Montone gathered his equipment and led them outside the ship. He gestured them to follow him through the forest when Carol heard rustling in the bushes.

"Uh, what was…" stammered Carol.

Dr. Montone extended his hand, cutting off Carol before she could finish her sentence.

"Shh!" he warned in a quiet tone, "be careful of the zawks."

Wanda tilted her head to the side.

"What is this? Dr. Seuss?" she paused.

Fylo let out a quiet sigh.

"They're basically flying saber-toothed creatures," he clarified.

"Do they happen to travel in swarms?" Wanda asked, tensing up as her eyes turned upward.

"Yes, why—" Fylo trailed off as he saw, hanging above them, dozens of winged forms clinging to tree branches and staring down at them.

"Don't…make…a move. They can sense movement," Fylo whispered.

As the zawks began to hiss and spread their wings, Thor gave Fylo a withering glare.

"Can they also detect you talking?" he asked rhetorically, getting out Mjolnir as several of the zawks dove towards them.

Just as Thor prepared to unleash a burst of lightning and Ultron moved to shield Carol, a red barrier of energy sent the aerial predators bouncing back. Wanda held up both of her hands, her eyes glowing red as well as her hands as she maintained a dome barrier around the group.

"Can you keep this up while we move?" Fylo inquired.

"For a while," Wanda affirmed, "so please, more moving?"

Nodding in agreement, Ultron held Carol in his protective embrace as Wanda led everyone through the forest, maintaining her barrier along the way.

"Okay then…Marca Leaves, Bozzen Berries and Brakka Sap," Fylo recited the list of ingredients, "Marca Leaves should be the easiest, they come from the Marva Tree which is usually identified by the pigment alterations in its bark in response to local temperatures."

"So…a tree that changes color whenever it gets warmer or colder," Ultron summarized, already running scans, "what color would it be in a temperature like this?"

"Usually warmer colors including red, orange—" Dr. Montone trailed off.

"Got it," Ultron pointed to a tree which stood out form the other nearby plant life with its bright orange bark and golden brown bark and leaves.

"Good eyes," Pietro commented.

Ultron released Carol from his embrace, allowing her to examine the tree.

"So," clamored Carol, "how many leaves do we need?"

"First," reminded Thor, "how should we get to the leaves?"

Ultron and Vision exchanged glances in a moment of silence.

"With your permission," Vision offered, "Ultron and I would like to volunteer for the task."

"Ah, of course, be my…" Fylo trailed off as Vision lifted himself into the air and floated up towards the leaves with Ultron following behind him.

"Is that green and orange gentleman…flying without any form of propulsion?" Fylo paused.

"Just roll with it," Pietro clapped him on the shoulder, "I'll go look for the other stuff."

"Pietro—" Wanda began before her brother vanished, leaving only a rustle of leaves and branches behind him, "going to have a very long talk with him."

"Worry not," Thor began to spin Mjolnir, "I may not be quite as fast, but if he encounters any danger I shall aid him."

He then flew up into the air, leaving Montone with Carol and Wanda for company.

"Can…you two also fly?" Fylo asked after a few moments of silence.

Carol shook her head.

"Sorry, but I can't," Carol sighed before she tilted her head towards Wanda, "Wanda, what about you?"

"Can…float," Wanda answered hesitantly, "I'm still working on flying like Thor or Vision."

Vision and Ultron soon returned, each with an armful of leaves.

"Didn't know how much you'd need so…we played it safe and brought as much as we could," Ultron explained to Fylo.

Just then, a gust of wind almost knocked the leaves out of their grasps, revealing that Pietro had returned, scratching his head.

"Uh…just remembered: I don't know where the other things or, what they look like," he hesitantly added, "or what they're even called."

Wanda shook her head.

"Saw that coming," she muttered.

Fylo collected the leaves and carefully stashed them into a bag. Without warning, they saw lightning bolts flash from the trees in the distance.

"Uh, guys?" Carol stammered, "do you think Thor is in trouble?"

* * *

 **Please leave a review, so Ultron and Loki would be happy.**


	43. Completing the Cure

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

While Pietro sped through the woods with Wanda in his arms, Ultron and Vision carried Carol and Dr. Montone above the forest while they all meandered towards the frequent bursts of lightning among the dense gathering of trees. By the time they converged on their destination, they stared in awkwardness as Thor smacked Mjolnir against bear-like creatures with wings as they charged at him, each hit sending them flying backwards.

"What are those things?!" Carol exclaimed.

"I never thought I'd see flying teddy bears," Wanda commented.

Fylo could only facepalm at this point.

"I really should've warned him about not attacking the zandos," he grumbled.

"They…" Thor sent one zando flying up into the air.

"…attacked…" he followed up with punching another in the side of the head to knock it off course.

"…me!"

"Really can't blame them if a flying blond maniac with a hammer came flying through their territory!" Ultron shouted while firing a repulsor burst to repel several more.

Vision looked to both sides as two more zandos shot towards him. Fylo let out a yelp as Vision changed his molecular density, as well as the good doctor's, and caused both creatures to collide with each other while the android gently lowered himself and Fylo down to the ground.

"I don't suppose that either of the other two ingredients are nearby," Vision said hopefully, turning his head to briefly emit a blast from his forehead and send another zando sprawling back into the bushes, "or that zando packs don't number higher than twelve."

"If I'm not mistaken," Fylo suggested, pointing to the left, "we should find the Brakka tree several meters in that direction."

Carol dodged each zando charging at her, but it started to irritate her.

"Hey, Wanda?" Carol called out, "could you do us a favor and calm these guys down?!"

"Trying!" Wanda shouted, her hands manipulating pulses of red energy which extended as tendrils towards each of the attacking beasts.

One by one, each one found itself under her influence as she attempted to subdue their base aggressive instincts. In a matter of minutes, the zandos stopped attacking and their expressions became more calm. This was enough to persuade Thor to lower Mjolnir and turn his head towards Wanda.

"Oh, wow," Fylo commented, "that was a close call."

"Could we please get moving?" Wanda asked, straining to maintain control over so many minds at once, "I don't want to be anywhere close to here when they start remembering how angry they are at us for passing so close to their territory."

"So that's what their beef was," Ultron patted one of the entranced animals on the head, "well then, let's not burden them with our presence any further, shall we?"

Carol nodded in agreement before Fylo and Ultron led Carol, Pietro, Wanda, Thor and Vision out of the clearing. Taking a left turn, they sauntered past the trees until Fylo identified the Brakka tree ahead of them.

"So that's where the next ingredient is?" Carol commented, "how are we going to get it?"

Fylo reached into his coat pocket and pulled out a spout and a hammer.

"Ah, so you've come prepared," mused Vision.

Fylo nodded before he placed the spout onto the trunk of the Brakka tree and hammered it in.

"Do we have any other surprises waiting in the bushes?" Thor whispered to Wanda, who was keeping an eye out.

Shaking her head, she sat down on a log.

"Nothing that I can sense," Wanda answered, "I think those things have chased off anything nearby that could threaten their territory."

"Lucky us," Pietro commented, using a small knife to whittle a thick branch so fast that he generated a sound akin to a buzzsaw before finishing a figurine of Captain America…which he set next to a row of other wooden carvings of the Avengers.

"Hey, think these would get me anything back home?" Pietro joked.

Thor exchanged a glance with Wanda.

"Does he have an off switch?" the Thunderer inquired, tilting his head towards the speedster.

"Not when he's bored," Wanda shook her head.

"We just got attacked five minutes ago," Ultron pointed out.

"Meaning he's been bored for four minutes," Wanda shrugged.

Carol let out a playful scoff while Fylo set a container underneath the spout, draining the sap from the tree.

"I could…uh, let you play Angry Birds if you'd like," Carol offered to Pietro.

Shaking his head in disbelief, Ultron placed his hand on Carol's shoulder, catching her attention.

"What?" she paused.

"I get what you're going for, but you don't want Pietro here handling a handheld device unless it's been friction-proofed," Ultron explained, "let's just say if he played at his speed, it would be melted by the time you get it back."

Carol shuddered in a split second at that thought.

Pietro shrugged.

"Is true," he admitted, "gave Wanda a headache when that happened to a Christmas gift a few years ago."

"Poor Mr. Goldfish never stood a chance," Wanda sighed.

Carol gave Wanda a blank stare.

"Uh, goldfish?" Carol paused.

By then, Dr. Montone finished filling the container with sap, so he removed the spout from the tree trunk and closed the container with a lid.

"All right," he announced, "now for the Bozzen Berries!"

Fylo led Ultron, Carol, Thor, Vision, Pietro and Wanda further into the woods, with Ultron and Vision scanning their surroundings for any predators. It didn't take long before they stopped at a nearby waterfall.

"So where are the berries located?" Carol called out.

Fylo pointed at the top of the waterfall.

"There are bushes up there where you can find them," Dr. Montone answered.

"All right Pietro, this time you really are up," Ultron encouraged the speedster.

Pietro cracked his knuckles and then vanished in a blur…and returned just as quickly, his arms filled with hundreds of berries he'd picked clean from the bushes.

"Is this enough?" he asked.

Carol scratched her head.

"I don't know," Carol replied, "that's a heck of a lot."

Fylo couldn't help but chuckle at Carol's response.

"I do not need that many berries," Fylo answered, "but I do appreciate the thought."

Fylo plucked a portion of the berries out of Pietro's hands and placed them in a container.

"And now we head back for the lab," Fylo announced.

"Let's hope Loki's still in the land of the living," Carol commented.

And with that, Fylo led Ultron, Thor, Pietro, Wanda, Vision and Carol through the forest. Thankfully, the path they took had less obstacles to deal with than they had when searching for the ingredients. It took a while before they returned to the ship, so Ultron, Thor and Vision stored the ingredients in the cargo hold before they headed for their seats.

"Well, that was an interesting experience," Ultron said with a positive tone, "now let's never come back here again. Agreed?"

"Agreed," Wanda droned.

"Yep," Pietro nodded.

"Why would you want to never return?" Thor chuckled, "there are mighty beasts and worthy adversaries to be found in this jungle!"

"A picnic for an Asgardian, of course," Ultron rolled his visual receptors in their sockets.

"Ugh, can we just _**not**_ dwell on picnics for one second and focus on saving the poor Jotun?" sighed Carol.

Ultron sighed and ruffled Carol's hair with his hand.

"I almost forgot," Ultron chuckled, "we have a god of mischief to save."

Fylo brushed off the commotion and turned on the ignition, the ship taking off into the sky until it left the atmosphere. Within a few hours through accelerated speed, they returned to Xandar. Once the solsapien doctor landed his ship on the airfield, he led Ultron, Carol, Thor, Pietro, Vision and Wanda into the clinic with the ingredients in tow. They made their way inside the doctor's lab and spread out the ingredients.

"Now, once I finish the medicine," Fylo instructed, "Loki has to take this three times a day until all of it is used up."

"And how are you going to make it?" asked Vision.

"Each ingredient must be properly applied in exact amounts and in combination with other materials that I have on hand," Dr, Montone explained, already gathering several tools and bottles of fluids from around the lab, "too much or too little of anything can prove ineffective at best, fatal at worst, but luckily we have machines for making exact measurements these days."

"Hooray for machines," Ultron drawled, "will this take long?"

"Not absurdly long, no," Fylo shook his head as he picked up a long metal implement, "however…I might require the assistance of anyone of considerable strength. One ingredient I must retrieve comes from a rather aggressive specimen of sea creature which we keep in an aquarium below here."

"Why would you need them so close by?" Vision inquired.

"Because of the substance they produce in their stomachs, I believe your world has something similar to it in the animals you call 'whales'," Fylo donned a colorful, fully sealed suit, "also, retrieving it isn't for the faint of heart."

Immediately, Thor found himself standing alone while the rest of the group had backed up.

"Really?" he glared at them before shaking his head and following after Dr. Montone.

"Should we feel bad that we just abandoned Thor to basically collect alien whale feces?" Wanda mused.

Vision looked to Wanda while Pietro sped to the android's side.

"Can call him back now if you want to volunteer," Pietro offered.

"I think I will politely decline," the android answered.

All Ultron, Carol, Wanda, Pietro and Vision could do was wait until a long while later, Thor and Fylo returned with the last ingredient, although the thunder god gave a disgruntled look.

"Fantastic idea, doctor," Thor grumbled sarcastically.

While Thor turned his head away from everyone else, Fylo set off to work measuring the ingredients before following a process of combining certain ingredients at a time at the proper amounts. He finished the job by placing the container under a blender and turning it on, the blades grinding the ingredients until they blended into a liquid. After waiting for several minutes for the medicine to set, the solsapien doctor took a sample test to confirm it was finished properly before he closed the container with a lid and handed it to Ultron.

"Finished," Fylo announced, "now remember the directions, ok?"

Ultron kept a tight grip on the container, which was half his size.

"You take care, doctor," Ultron winked.

Ultron led Thor, Vision, Carol, Pietro and Wanda out of the office and out of the clinic before they sauntered over to a large open field. Thor glanced up towards the sky.

"Heimdall!" Thor called out, "bring us in!"

Upon cue, the energy from the Bifrost shot down from the sky and enveloped the group. The next thing they knew, they were at the observatory while Heimdall removed his sword from the pedestal. Too bad he couldn't help but smell something foul from the thunder god.

Upon noticing the raised eyebrow of the Bifrost's guardian, Thor grunted while passing him.

"Don't ask."

Heimdall looked to the rest of the party and noted a series of sheepish or moderately ashamed expressions before they hurried after Thor, awkwardly excusing themselves. They caught up to the God of Thunder as he made his way back into Asgard.

"We never speak of this," he commanded them tersely, "got it?"

"Gotcha," Ultron nodded, unable to stop himself from grinning…despite the fact that he literally had exact control over every mechanism in his head that worked to reposition his facial plates in a mimicry of facial expression, "God strike me if I lie."

"He might just do that," Pietro whispered, seeing the poorly executed pun.

Despite the lightheartedness of their conversation they all were quickly reminded that time was of the essence even if they were so close now and broke into a run straight to the nearest parked skiff where Thor leapt aboard and commandeered the controls from a surprised pilot who briefly protested before recognizing just who was making use of his craft.

"Apologies, but our need for this craft is greater," Thor urged before gesturing for the pilot to disembark, which he did without question.

Thor waited long enough for the rest of the group to leap aboard, mainly Ultron who was glad to set the container down if only momentarily, before directing the skiff towards the palace, bringing it in recklessly fast and low to the point that several turrets tracked their approach before recognizing the occupants of the craft and standing down.

Thor piloted the skiff into the vast, open hall leading up towards Odin's throne before bringing it to a shrieking halt and dropping down with Ultron close behind, keeping a careful hold of the canister.

"Is that supposed to be the medicine?" Odin asked.

"Yes," Thor nodded, "we went through many trials to acquire it."

Odin nodded in agreement.

"Then I suggest you carry it over to the infirmary," Odin advised.

Thor sighed as he lifted the container into his arms and turned his head towards Ultron.

"You heard the King, chop-chop!" Ultron smirked before helping Thor to steady the awkward, heavy canister and carry it to the infirmary.

Pietro kicked the doors open in time for them to pass through.

"Was that really necessary?" Thor asked the speedster.

"Hm…no, but fun," Pietro answered.

Still, Thor and Ultron set down the canister next to bed Loki rested in while Fandral and Sif turned their eyes towards Thor.

"Ah, you found the cure!" proclaimed Fandral, "we, on the other hand, didn't have much luck as the Frost Giants wouldn't let us advance."

Ultron twisted the lid open while Carol searched the infirmary for a cup. Once she picked one up from a nightstand, she scurried over to Ultron and handed over the cup, allowing Ultron to scoop some of the medicine into it.

"The doctor we found recommended that Loki take this three times a day until the canister is empty," Ultron explained.

Sif took the cup from Ultron while Thor turned to leave.

"Where are you going?" Wanda asked.

"I need a bath," Thor answered, "I'll return as soon as I'm done."

At the puzzled expressions on Sif and Fandral's faces Ultron simply shrugged.

"Just don't mention whales around him for a while and let's leave it at that," he stated.

Sif shook her head and held the cup down towards Loki while Fandral tilted his head back and opened his mouth so that the medicine could be poured down Loki's throat at a careful pace. In a matter of moments, Loki let out a cough before he slowly opened his eyes, staring at Sif and Fandral in confusion.

"H-How?" Loki whispered, "how am I…back in Asgard?"

Sif and Fandral didn't respond but they couldn't help but smile. The trickster tilted his head sideways and laid his eyes on Ultron and Carol.

"Thor told us what was going on," Carol clarified, "so we kinda volunteered to help."

Loki couldn't help but recline his head, relief filling his mind.

"So where's Thor?" Loki asked.

Carol shrugged.

"He'll be here soon," she answered, "he just has to take care of his hygiene first."

Loki chuckled at Carol's answer.

"I can imagine he had to do something filthy to complete the quest," Loki assumed.

Ultron chuckled and tilted his head, only to notice Carol leaned onto his side while wrapping her arms around him.

"Aww," Ultron purred, "is my little kitten tired?"

"Mhmm," Carol nodded.

Chuckling, Ultron scooped Carol into one arm. Vision responded by lifting Wanda into his arms while Ultron lifted Pietro into his other arm, the speedster struggling to wiggle out of Ultron's grip.

"I-I can get to the observatory by myself!" Pietro protested.

"But it's much safer if you stay with the group," Vision remarked.

Ultron couldn't help but let out a chuckle.

"So Pietro," Ultron made a snide comment, "when was the last time you got a good night's sleep?"

"Oh, shut up," Pietro grumbled, folding his arms.

Carol cuddled into Ultron's embrace while Wanda shook her head in disbelief.

"Not to worry," Fandral proclaimed, "we'll tell Thor that you left. Shall we arrange a ride for you?"

Vision and Ultron shook their heads.

"We can reach the portal without any assistance," Vision stated, "thank you for the offer, though."

Vision and Ultron flew through the large opened windows and out of the palace, hovering straight for the Bifrost Bridge. Maybe Vision could find a recipe the Maximoff twins could enjoy once they returned to Earth.

* * *

 **Please leave a review, so Ultron and Loki would be happy.**


	44. Girls' Night Out

**I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

The day following the hearing, Tony Stark couldn't help but groan in frustration as he heard of the scandal Nelson had been instigating. The philanthropist sent him a message telling him of the termination of his job, so Nelson would have to find some other job, now that Claudia was also preparing to file a divorce.

As a couple weeks passed by, Carol continued with her drawing and making prints in Photoshop, hoping to raise enough money so she could live on her own. However, Ultron would often stop by to ensure she was taking care of herself and even remind her to take a break once in a while. Even if most of the Avengers took up the role of maintaining the peace, that didn't stop Ultron from continuing his objective.

Once September began one day, Carol read through her email on her smart phone when she noticed a message from Wanda:

 _{Hello, Carol. Ultron told us about the self-sustaining home he completed. Is there something you want to do before you move out?}_

Carol couldn't help but smile, remembering the email Ultron sent her about the self-sustaining home in question. She even remembered blushing when he mentioned that he offered to let her give a try in living in it, even if it meant she would have to move to the area outside of Lake Tahoe. Smiling, she sent Wanda a response:

 _{Maybe I can spend the night out with you and Nat?}_

While Carol waited for a response, she picked up the laser pointer from her desk, turned it on and aimed it at the floor. Snoofles, who lay on the bed, stared at the small red dot in a moment of silence before it leapt off the bed and pounced at it.

 _{Sounds like a plan. I'll grab Nat and swing by whenever you're ready,}_ Wanda replied, _{anywhere in particular you feel like going tonight?}_

Carol smiled before she sent another text:

 _{Maybe we can go to a trivia game or something?}_

Carol still kept using the laser pointer to keep Snoofles occupied. After a moment, she took a break to change into an aquamarine dress and a green flower pendant. After that, she slipped on a new pair of boots she bought around August. Now she would have to wait for Wanda to fill in on what their destination should be. Carol set down the laser pointer while Snoofles scampered out of the room. She picked up her handbag before she headed out into the living room.

A while later, she heard someone knock on the front door.

"Ready if you are!" Wanda called from the other side, "come on, Nat has something planned!"

Carol eagerly smiled and skipped towards the door before she opened it.

"Hey, Wanda!" Carol chirped, "where's Nat? Is she meeting with us somewhere?"

"She's meeting us down out front," Wanda answered, wearing a variation of her preferred attire with a dark blue dress under a red cropped jacket and combined with dark tights and boots, "come on."

Out on the street, Natasha pulled up in a car and climbed out. For this night she had opted for what passed as casual for her while balancing the necessary amount of clothing to conceal a weapon or allow her full mobility if anything happened.

"Girls," she swung the door shut behind her and the car pulled away of its own accord, likely compliments of some auto-drive system Tony or Ultron had put together, "you both ready?"

Carol nodded.

"Yeah!" Carol chirped, "Ultron may be busy tonight, so I can't wait to see where we're going."

"Well you did say trivia, so I pulled a string or two and got us in at a place that Steve recommended," Nat responded as they began to walk side by side, "don't worry, I scoped it out a few weeks back. You'll like it."

Carol and Wanda followed Natasha as they sauntered down the sidewalk. The late sunset glistened over the horizon, reflecting on the glass windows of each building. Along the way, Carol fidgeted in excitement like a little kid eager to see Santa Claus at the mall while Christmas shopping.

"You know, if it'd make the surprise more exciting we could grab a blindfold for you," Natasha teased before looking ahead, "never mind, too late."

She swept one arm out towards their destination.

"Surprise."

Before them stood a typical bar, but when they stepped inside, groups of people seated themselves in each table while each group laid out a sheet of paper, a couple pencils and pieces of paper the size of post-it notes. While the trivia competitors read through their menus while waiting for the game, Natasha led Wanda and Carol to the register. While Natasha signed them up as a team, Wanda worked to suppress her own telepathic abilities as best as she could. It would hardly be sporty if she ended up reading someone's mind for the answer to every question.

Clearly Natasha had kept that in mind, as she whispered to the young Enhanced after finishing the sign-in process.

"No mind powers," she reminded.

"I know, yeah," Wanda nodded quickly.

Carol turned down the volume of her smart phone and stashed it into her handbag. The three women sauntered over to a table and sat down after Wanda grabbed a couple pencils, a sheet of the trivia and some pieces of small paper. While they waited for the trivia game to start, Carol read through the menu, but she avoided the cocktail list, considering her age.

When Wanda began to glance over the cocktail menu she was quickly dissuaded by Natasha.

"None for you," Natasha scowled.

"Why? I'm old enough," Wanda protested.

"Your brother told me what happens if you get even slightly drunk and I don't want to pay to fix a few walls," Natasha replied, "so again: none for you."

The Scarlet Witch let out a huff.

"Kill joy," she muttered under her breath.

In the meantime, Carol reminded herself to request a glass of ice water in case the waiter stopped by, so she flipped over to the main entree list. A variety of dishes listed most of its ingredients, but she double-checked the menu to ensure her choice didn't have any brussels sprouts. She paused for a moment and spotted what appeared to be a young veteran but had a black t-shirt with a skull symbol on it out of the corner of her eye. For some reason, he kept an eye on both Natasha and Wanda yet he didn't pay much attention to Carol. Maybe a stalker?

Natasha cleared her throat.

"Carol?"

While Carol had been observing the man with the skull emblazoned on his shirt the waiter had arrived and asked to take their orders. The man watching them shifted his vision towards her and quickly turned his attention to his own drink. Still, Carol locked eyes onto the Russian assassin.

"I-It's nothing," Carol blurted.

Lying to Natasha was as futile as trying to clap with one hand, but luckily she wasn't one to openly confront a friend when they were clearly unsettled by something. She let the matter rest as the group made their orders, but even as she seemed to be focused on the upcoming trivia game she was discreetly scoping out the room.

Glancing around by moving her eyes was an obvious tell, so she made sure to never let her gaze waver whenever she turned her head. When she rotated from talking to Carol to speaking with Wanda, she memorized every detail to pass her field of vision. When the waiter arrived with their drinks she finally found a reason to glance in the direction that Carol had been looking without looking like she was looking for something.

The skull shirt caught her eye, followed by the face of the person wearing it as they glanced away quickly…

Sticking to her training, she accepted her glass with a smile and didn't betray that she recognized the person Carol had been concerned with.

Trivia came first. She could deal with him later…discreetly.

Once the trivia began, the participants listened to the host announce the rules of the game before he started asking questions related to various subjects such as science, music, literature, sports, history, movies and television to name a few. The participants were left to figure out each answer to write down while a song played.

"I'm serious, Wanda," Nat whispered after a few questions, keeping her eyes locked on their answer sheet, "no mind reading."

"I told you I'm not doing that!" Wanda hissed, keeping her voice down, "besides, these are easy."

Carol ignored the argument as she wrote down some answers over time. Once the waiter brought over their food, the ladies started eating between listening in on the next question and coming up with the answers.

"See?" Wanda looked smugly at Natasha as they answered their tenth question, "didn't need it."

"Then why are your eyes glowing?" Nat asked, one side of her mouth curling upwards in amusement.

Wanda quickly cast her gaze down.

"Illusion to make us look different. Do you want the whole place to recognize us? We're a little famous and I'm pretty sure they might _**also**_ think I'm cheating."

Natasha found herself glancing discreetly towards the man from before.

"Is it possible for someone to see through it?"

"Well, yeah," Wanda raised one shoulder in a casual shrug, "but they'd have to be intensely focused and alert. It's like with the Jedi Mind Trick from those Star Wars movies: weak-minded means easily manipulated."

Nat wondered if the man was seeing something else when he looked their way or if he was the only person in the restaurant besides them who wasn't 'weak-minded' as Wanda had put it.

A long while later and after Natasha, Wanda and Carol finished their meal, the trivia game ended and the host announced the winning team who earned first place, rewarding them with a valuable prize while Natasha's team won a gift card after earning third place. It may have been an enjoyable night, but the ladies still had a beef with the person still watching them.

"Hey, Nat?" Carol asked, "should we go ask him something or wait for him to leave?"

"Let's do both," Natasha decided, either unaware of or apathetic to how annoyingly cryptic her response was, "Wanda, read my mind."

After several moments the Scarlet Witch smiled.

"I see where you're going," she looked at Carol, "she has a plan."

Using her abilities, Wanda relayed Natasha's plan to Carol.

Upon receiving the signal, Wanda would use her powers to knock out the lights (really by just hexing an employee to throw a breaker switch in the back rooms). In the confusion they would slip out before the lights came back on, thus reducing the chance that the other patrons would try to leave en mass. If the man really was watching them then he would try to leave the building either by following them out the front, or would be smart enough to sneak out another way due to realizing that they were onto him.

Either way, that would be when they would have a 'pleasant chat' with him to find out why he had been eyeing them up the whole time. Once they were outside, they waited at the corner of the building and noticed the man slipping out of the door leading into the alleyway minutes later.

"Ok, let's get him!" Carol grinned.

The man immediately looked around for them only to be seized by Wanda's power. A red aura coated his body as he was ripped off his feet and flung towards where the three women lay in wait…

Unfortunately, their stalker turned out to be more resourceful than anticipated.

Natasha had been lining up to strike the man in mid flight only for him to drop something from a clenched hand which exploded, creating a blinding flash combined with and ear ringing clap. This disoriented Wanda, who cried out and covered her eyes as she stumbled back. Natasha on the other hand had spotted the flash-bang grenade at the last second and managed to close her eyes and cover her ears against it, protecting her from the worst of the debilitating weapon.

However, the man was now released from Wanda's grasp. In mid-flight, he flipped into an upright position and landed on his feet, one hand going to the back of his waistline where he pulled a concealed pistol and began to bring it around towards the trio. Natasha thought fast and grabbed his wrist, yanking the pistol out of his hand before she slammed her foot into his gut, knocking the air out of him for a brief moment while she and Carol slammed him into the wall, the teenage girl rummaging for any other weapons he might be hiding. Once she emptied his pockets, Carol turned to Wanda.

"Ok," Carol nodded.

The man coughed.

"Not a bad grip, girlie," he said in a low, rough voice.

Natasha held the confiscated pistol to the back of the man's head.

"Not a bad reunion, considering the last time someone saw you there was a building collapsing on your face."

Unintimidated by the weapon, the man chuckled.

"Yeah…you so called heroes never seem to learn a lesson," he said before suddenly twisting free of Carol's grip and knocking Natasha's aim off with an elbow to her wrist which caused her to lose her grip on the pistol.

"If there's no body," he growled, revealing his face to the trio, "they ain't _dead_."

Carol couldn't help but cringe at the burn on his face.

"Oh, ouch," she mocked, "you must've had a bad facelift."

The man glared at Carol.

"You have no authority to mock me when you lied to the bounty hunters about the Winter Soldier's location," he snarled.

"The Winter Soldier isn't here, _**you**_ are," Wanda's face was fixed in a glare at the scarred man, "so I would be worrying about yourself right now."

"What's your play, Rumlow?" Natasha tilted her head to the side a bit, "classic revenge? Couldn't reach Cap or Falcon so you decided to ruin our trivia night?"

"Not this time," Rumlow demanded, glaring and pointing at Carol, "I want you to tell me exactly where the Winter Soldier is, and you will not lie to me this time! The bounty hunters searched all over Mexico and there was no sign of him!"

Carol shuddered while she scratched her head. She had a sneaky suspicion that telling the truth would be a terrible idea, remembering the run-in she had with Charlie and Hilda. For all Carol knew, Bucky's safety was in her hands.

"I guess," Carol lied, remaining as cheerful as she could, "he must've gone to Antarctica to go play with the penguins!"

"What do you think I am, some kind of—"

Rumlow took one step toward Carol before Natasha fired off a single round which zipped past his head and flattened against the wall behind him, causing the former HYDRA Agent to pause.

"Idiot?" Natasha finished for him, "if you seriously think that you're in any position to be demanding information, the answer is a resounding 'yes'."

Rumlow glared at the ladies and clenched his fists.

"Don't think you can keep the Winter Soldier away forever, lady," Rumlow warned Carol, "you could as well be making the worst mistake in your life."

With that, Rumlow stormed off. Waiting until after he had stepped out of view, Natasha lowered the pistol to her side.

"Well, of all the way that something could've ruined the night for us, that would be in the top ten somewhere."

"Why would he be so interested in the Soldat?" Wanda asked, briefly relapsing out of English.

"He worked for Hydra, Hydra saw the Soldier as their greatest investment…not hard to connect the dots," Natasha pointed out.

"Well, if we're lucky, then Hydra would most likely never find him," Carol grinned, placing her hand on her hips and beaming with confidence.

Wanda turned her head towards Carol and placed her hand on her shoulder for a brief moment.

"We'll…see," Wanda replied.

With the situation taken care of, Carol, Wanda and Natasha took a walk in Central Park, strolling past the street lights and enjoying the scenery.

* * *

 **Please leave a review, so Ultron and Loki would be happy.**


	45. Egotistical Crisis

**Remember the moment when Ego activated his super plants in Guardians of the Galaxy 2? I'm pretty sure the Avengers would most likely notice such an alarming incident.**

 **I don't own The Avengers. Marvel Does. I only own my OCs.**

* * *

Throughout the rest of the year, when they were not dating, Ultron and Carol would usually keep up to date on current events while the silver robot kept practicing his problem solving skills. They spent Halloween giving out candy to the young trick-or-treaters in Central Park and during Christmas, Carol prepared a holiday-themed digital illustration which included the Avengers and emailed it to them when she finished the picture.

Around the beginning of January, Carol started packing in anticipation for moving out, now that she eagerly accepted Ultron's offer to test his self-sustaining home. She still made a mental note that she would have to maintain it during her stay. Carol finished filling one box with her video games when she saw Janette scramble into her room with a panicked expression in her eyes.

"Hey," Carol snapped, "didn't dad say you're supposed to knock first before you enter my room?!"

Janette didn't say anything, but she whimpered and wrapped her arms around Carol from behind while she squeezed her eyes shut, much to her older sister's confusion.

"W-Wait," Carol paused, "Janette, are you—?

"I-I'm scared, Carol," Janette squeaked softly, "the planet doesn't have much time left before it's gone!"

Carol shuddered in shock.

"W-What do you mean?" Carol objected in confusion, "is someone trying to turn another city into a meteor?"

Janette shook her head.

"No, it's a lot worse," Janette corrected, "you've gotta see this!"

Janette gripped Carol's wrist and dragged her out of her room, eliciting a startled yelp out of the older sister. Once they reached the living room, Carol stared in disbelief when she noticed the footage of giant blob-like growths expanding across towns on the screen.

"Whoa," Carol stammered to herself, "what _**are**_ those things?!"

Carol pulled her smart phone out of her pocket and called Captain America's number, feeling confident that Ultron might handle the situation in some way without her help, but she couldn't help but worry for the Avengers' safety.

When Steve answered, the background noise indicated that he was in the Avengers Tower, judging by the cacophony of familiar voices and alarm klaxons.

"Carol, we've seen it," he said immediately with a calm tone, having guessed at the purpose behind her call, "do you need us to send you a Quinjet?"

"I-I don't think we're in its direct path," Carol blurted, "why?"

"It's all hands on deck over here," Steve explained, "the military is already dispatching everything they have to begin evacuating regions close to…whatever the hell it is that's growing, and Pietro's already pushing his limit grabbing up anybody too close to be air lifted out. All of this means we'll have people scrambling for space, refugee camps with even more people scrambling for food and medicine…it'll be a logistical nightmare that'll turn violent if people get desperate enough, but if we have at least a few Avengers on the scene we can help keep things stable."

Clint was shouting in the background, and from the sound of it Vision was momentarily close to wherever Steve was standing or walking before ending up too far for Carol to pick up anything discernible.

"Tony's already been pulled into a tele-conference," Steve continued, "turns out the UN has him and a few dozen other geniuses on speed dial for this sort of mess. They'll be working out a long term solution, but I need anybody I can get to help with the evacuation effort."

"Well," Carol replied, her hands shaking nervously, "do you think Ultron is also aware of this?"

"Not sure, I haven't been able to reach him and neither has Tony and the new Doomsday Think Tank," Steve answered grimly, "I was hoping you'd have an emergency channel to call him on."

"Ok, I'll see if I can reach him," Carol nodded.

While keeping Steve on the line, Carol began calling Ultron, only to notice the massive blob-like growths stopped expanding all of a sudden.

"Wait, what the—?" Carol blurted.

"You don't need to tell me what's going on, my little kitten," Ultron assured over the phone, "are you preparing for evacuation?"

Carol took only a few seconds to calm herself.

"I…haven't started yet," Carol admitted.

"Then you'd best start now," Ultron advised her, "I'll send several drones to collect you and your family."

With the growth having halted, police officers closest to the scene moved to herd curious bystanders away from the outermost edges and set up a perimeter. Military helicopters and Quinjets were still seen on approach to the small town or air lifting people out of nearby communities by different news teams rushed out into the field. It was still a full state of panic in areas that had not yet heard that the growth had stopped, but from time to time a silver blur would be seen breaking apart fights and restraining any particularly violent evacuees.

Still, Carol had no choice but to comply, so she continued packing her items starting with stashing her laptop and its equipment into her backpack. Once she had her basic essentials packed up, she put on her green winter coat, her earmuffs and her boots before she grabbed her handbag and her backpack. While she slipped her gloves on, she searched the entire apartment for Snoofles, suspecting that he might be hiding.

Within minutes a squadron of Ultron's drones could be seen on approach, accompanying a Quinjet which assumed position overhead and hovered in place. They began slowing down and spreading out to take up position around the apartment complex while one of their numbers proceeded to enter, in a surprising display of mundanity, through the front door. It then made its way to Carol's apartment where it extended one finger towards the lock. The digit reshaped into a key, and a moment the drone stepped into the apartment.

"I'm here," Ultron spoke through the lesser copy of himself, which he had lean up against the wall next to the door, "take your time, kitten. All of me isn't going anywhere until you're ready and I managed to con a Quinjet out of Stark so the ride is more comfy…aaaaaand we're looking for Mr. Snoofles, aren't we?"

He made a single glance at Carol in the midst of her search.

"If these masses are such a dangerous deal," Carol explained, "then I can't leave my kitty behind."

With a sigh, Ultron engaged his thermal vision mode and began to scan the apartment from top to bottom until…

"I don't even want to know how you got up there," he said, finding Snoofles somehow atop one of the kitchen cupboards, "Carol? I found him, and personally I think you should keep a bell on him from now on."

Ultron carefully lifted Snoofles off the cupboard and led Carol and Janette over to the sliding door that led to the balcony. Ahead, they could see a Quinjet waiting for them.

"Geez, how are we going to get across?" Janette asked.

Carol scratched her head.

"Right now," Carol replied, "I'm just hoping our parents would make it out alive, too."

"Got another squad picking them up now," Ultron assured the two as a drone on the aft ramp of the Quinjet extended the ramp until it was a few feet from the balcony, "let's just focus on getting you both out of here, cross that bridge when we come to it."

The drone on the ramp extended a hand while the one at Carol's side lifted her up so she could reach and be pulled aboard. While Carol settled into her seat, the drone set off to pull Janette aboard. Sitting next to an empty seat was Nicole, who hugged her arms to her chest while she trembled.

"Nicole," Janette exclaimed, "you're ok!"

By then, one of Ultron's drones stepped in with Snoofles in its arms.

"I picked her up on the way here," Ultron said with a shrug of every set of shoulders he had in the jet at that moment, "next stop: Avengers HQ."

The drone holding Snoofles set the cat in Nicole's lap.

"I'm getting the sense that cats and robots don't agree with each other," Ultron commented, noting how much Snoofles had struggled to escape his arms from the moment the drone had picked him up.

Janette turned on her smart phone and checked for news feeds, grimacing when she saw footage of the blob-like masses starting to light up and expand again.

"Aw crap, Stark is badgering me even more now," Ultron's drones made a gesture of rolling their optics in their sockets, "Carol, gonna have to put these bodies on auto pilot so I can talk with Stark."

As the blob continued expanding, Pietro could be spotted snatching up news teams in the field and relocating them as well as many others to the nearest evacuation zone. Other Avengers were on the scene now, including Falcon who scooped up a mother and her child just in time to get them clear of the expansion. Vision could also be seen along with more of Ultron's drone bodies, lending a hand while Quinjets began to bombard some areas of the blob, testing its resilience to ballistics, thermal weapons and even what appeared to be reverse engineered Chitauri weapons judging from the blue blobs of energy which struck the mass to no effect.

"Oh, is there no way to stop those things?" Janette moaned.

Concern welling up in her eyes, Nicole placed her hand on Janette's.

"We'll have to find out," Ultron said before everyone of the drones onboard stiffened and resumed operation of the Quinjet to signal Ultron's departure to focus on the think tank devoted to the crisis.

* * *

With the growths continuing to expand and consume everything in its path, Ultron flew overhead as he scanned each blob-like growth, wanting to determine what material they were made of and what they don't like.

"And so far," Ultron's primary body mused from the meeting room it occupied alongside Tony and several other experts quickly brought together in Washington, "it looks like it hates…absolutely nothing, it's absorbing anything and everything as far as I can tell, and those missiles and bullets you're feeding it aren't so much as getting a reaction out of it."

"Christ almighty, where'd this thing come from?" a man in a military uniform demanded, eyes fixed on a screen demonstrating the rate of expansion.

"As best as I can tell…from out behind a fast food joint," Ultron answered, comparing a map of what used to be a town to an overlay of a satellite image taken minutes ago of the same location, "I don't want to cause a panic here but-"

"But we've got maybe weeks at best before this thing covers every inch of the planet?" Tony guessed.

"Nailed it," Ultron nodded, "so…anybody got any doomsday weapons stashed away that you'd like to consider tossing at it?"

"Yeah, let's not go there just yet," Tony interjected before anybody could answer, "okay, things are looking pretty grim so…I personally suggest that while we work on a solution somebody call up Thor and see if Asgard might be willing to help evacuate."

"Can they hold seven billion plus people?" James 'Rhodey' Rhodes asked, standing off to the side.

"Well there are nine realms so…hopefully one is pretty empty and Thor Sr is feeling generous," Tony shrugged, "just food for thought in case we don't have any concrete plans by next week…which by then I think this thing will cover most of this continent, so whoever is reporting directly to the UN, get to it five minutes ago."

"Sounds like a plan," Ultron nodded, "let's get to it."

All of a sudden, the massive growths stopped expanding altogether. Vision considered volunteering to call Thor, keeping vigilant in case the growths started expanding again. But just as they were continuing with their emergency protocols, the massive growths started shriveling up instead, even if the pace was slow.

"W-Wait a minute!" exclaimed Tony, "this isn't right! What's going on now?!"

Ultron couldn't help but sigh as he called Carol, wanting to check on her.

"Ultron?" Carol said over the com-link.

"Carol, I think the blobs are acting strange…as if they're shrinking," Ultron reported.

"That sounds kinda funny," Carol commented over the com-link, "I wonder if we'll be able to reach the source of these things."

"I think I'll check one out," Ultron nodded.

"Great!" Carol clamored over the com-link, "could you bring me along? I wanna check it out, too!"

Tony and Rhodey couldn't help but give Ultron a puzzled stare as they overheard Carol's voice. Ultron rolled his optics as he tilted his head to the side.

"You really can't help but be curious, can you, little kitten?" Ultron replied, "if you insist, I'll advise you to be careful. Besides, it might spring back to life."

* * *

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